Robert Schwartz
About Robert Schwartz
Robert A. Schwartz is Executive Vice President & General Counsel of ConnectOne Bancorp (CNOB), appointed effective June 1, 2025. He previously served for roughly two decades as outside legal advisor to ConnectOne, with deep expertise in bank M&A, securities law, and regulatory matters; he holds a J.D. from Fordham Law School and a B.A. from Fordham University, and is admitted to the New Jersey and New York Bars . As context for his role, CNOB’s recent performance shows multi‑year net income and TSR trends below.
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income ($ thousands) | $130,353 | $125,211 | $87,003 | $73,793 |
| TSR (Index) | 131.9 | 99.8 | 97.9 | 128.6 |
| Core ROAA (%) | 1.70% | 1.47% | 0.93% | 0.78% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Windels Marx Lane & Mittendorf, LLP | Partner (Financial Institutions) | Until 2025 | Advised banks on M&A, bank regulatory and securities law |
| ConnectOne Bancorp (outside counsel) | Trusted Legal Advisor | ~20 years through 2025 | Foundational role in bank formation, IPO, and multiple acquisitions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| New Jersey Bar | Member | N/A | State bar admission |
| New York Bar | Member | N/A | State bar admission |
Fixed Compensation
- Not disclosed. ConnectOne’s 8‑K announcing the appointment did not include compensation terms for the General Counsel; details are expected in the next proxy if Mr. Schwartz is a named executive officer .
Performance Compensation
Company program design (context for executive pay structure; individual GC metrics/payouts not yet disclosed):
- Annual Incentive (2024 design and outcome)
| Metric | Threshold | Target | Stretch | Actual | Weight | Payout Factor | Payout (as % of target) |
|---|---|---|---|---|---|---|---|
| Core ROA | 0.60% | 0.80% | 1.00% | 0.79% | 18.75% | 0.9499 | 17.81% |
| Efficiency Ratio | 60.0% | 55.0% | 50.0% | 55.6% | 18.75% | 0.9403 | 17.63% |
| Tangible Book Value/Share | $23.25 | $24.00 | $24.75 | $23.91 | 18.75% | 0.9467 | 17.75% |
| PPNR | 1.00% | 1.20% | 1.40% | 1.15% | 18.75% | 0.8752 | 16.41% |
| Strategic Objectives | — | — | — | Between Target and Stretch | 25.00% | 1.25 | 31.25% |
| Total | — | — | — | — | 100% | — | 100.85% |
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Long‑Term Incentives (LTI) structure
- Performance Shares: 3‑year performance (2024–2026), 0–150% payout on Core ROA vs an objectively defined industry index; final outcome modified ±25% by relative TSR; cliff vests after 3 years .
- Deferred Stock Units (time‑vested): typically vest ratably over three years; no dividends on unearned awards .
-
Governance mechanics
- Double‑trigger CIC for benefits; no tax gross‑ups; clawback compliant with Nasdaq; anti‑hedging and anti‑pledging policy (grandfathered pre‑11/23/2021 pledges only) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Title | EVP & General Counsel |
| Beneficial Ownership | 40,664.279 common shares, direct (Form 3) |
| Ownership % of Outstanding | ~0.11% (40,664.279 ÷ 38,469,975 shares outstanding as of 3/31/2025) |
| Options/Derivatives | None reported on Form 3 |
| Vested vs. Unvested Equity | Not disclosed for Schwartz |
| Pledging/Hedging | Company policy prohibits pledging and hedging by directors/executive officers; existing pledges as of 11/23/2021 were grandfathered |
| Ownership Guidelines | Executives at EVP level: 2× base salary; compliance window 5 years from becoming subject to the policy |
| Compliance Status | Not yet disclosed for Schwartz; all executive officers were in compliance as of YE 2024 (pre‑appointment) |
Employment Terms
- Appointment and role: Appointed General Counsel effective June 1, 2025; serves as EVP & General Counsel per Form 3 .
- Compensation terms: Not disclosed in the appointment 8‑K/press release .
- Company‑level protections and policies (applicable to executives generally):
- Clawback: Recoupment of incentive comp upon financial restatement .
- Anti‑hedging/pledging: Prohibited for directors and executive officers (with 2021 grandfathering for already‑pledged shares) .
- Stock ownership guidelines: EVP level 2× salary; 5‑year compliance period .
- Change‑in‑control: Company program uses double‑trigger for CIC benefits; specific GC agreement not disclosed .
Investment Implications
- Alignment: Initial ownership (~0.11% of outstanding) and strict anti‑hedging/anti‑pledging and clawback policies support alignment and reduce governance risk .
- Incentive design: Company‑wide incentives emphasize Core ROA, efficiency, tangible book value per share, PPNR, and a relative performance LTI with a TSR modifier—factors that typically curb excessive risk‑taking and tie payouts to shareholder value .
- Selling pressure: No RSU/PSU awards or vesting schedules for Schwartz are disclosed yet; absent Form 4 activity and grant detail, near‑term insider selling pressure appears limited; monitor subsequent Form 4s and the 2026 proxy for grants/vesting cadence .
- Execution/retention: Schwartz’s long history advising CNOB (formation, IPO, M&A) and bank regulatory depth is a positive for post‑merger integration and future M&A optionality; retention risk cannot be assessed until employment/compensation terms are filed .
Sources: Appointment and background . Form 3 ownership and title . Shares outstanding . Compensation design, metrics, governance, and policies . Multi‑year performance metrics .