Stephen Boswell
About Stephen T. Boswell
Stephen T. Boswell, age 71, is an independent director of ConnectOne Bancorp (CNOB) and serves as Lead Independent Director. He has been on the Board since 2014 and is a founding organizer of ConnectOne Bank. Boswell is Vice Chairman of Boswell Engineering, Inc., where he previously served as President & CEO (1990–2023), bringing market knowledge and operating experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boswell Engineering, Inc. | Vice Chairman of the Board | 2023–present | Former President & CEO (1990–2023); leads an engineering firm active across CNOB’s markets, providing market insight |
| ConnectOne Bank / ConnectOne Bancorp | Founding organizer; Director | Founding date not disclosed; Director since 2014 | Founding organizer; long-tenured director contributing local market knowledge |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | “No Director of the Company is also currently a director of a company” with registered/public securities (no public company directorships) |
Board Governance
- Independence and leadership:
- Independent director; appointed Lead Independent Director (LID). As LID, he presides when the Chair is absent, leads executive sessions of non-management directors, coordinates agendas with the CEO, and acts as liaison between management and independent directors .
- Majority of the Board is independent under Nasdaq standards .
- Committee assignments (2024):
- Compensation Committee: Chair (committee composed solely of independent directors; uses independent consultant Meridian, no conflicts) .
- Audit & Risk Committee: Member (committee met 8 times in 2024; all members independent; chair is audit committee financial expert) .
- Attendance and engagement:
- Board held 15 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors participated in the 2024 virtual annual shareholders’ meeting .
- Shareholder-aligned governance:
- Majority voting bylaw with irrevocable resignations in uncontested elections .
- Say-on-Pay 2024 approval: 95.2% (strong support) .
| Committee | Role | 2024 Membership/Notes |
|---|---|---|
| Compensation | Chair | Committee independent; engages Meridian as independent consultant with no conflicts |
| Audit & Risk | Member | All members independent; 8 meetings in 2024; chair designated “audit committee financial expert” |
| Nominating & Corporate Governance | Not listed as member | Committee independent |
Fixed Compensation (Director)
| Year | Cash Fees | Equity Award (Grant-Date $) | Equity Award (Shares) | Policy/Notes |
|---|---|---|---|---|
| 2024 | $115,000 | $60,000 | 3,219 restricted shares | Standard: $60,000 cash + $60,000 stock; stipends: Audit Chair $25k; Comp Chair $13.5k; NCG Chair $12k; committee members: Audit $10k; Comp $6k; NCG $6k; LID receives extra $15k |
Performance Compensation
- As Compensation Committee Chair, Boswell oversees executive pay-for-performance design. CNOB’s 2024 Annual Incentive used quantitative financial metrics plus strategic performance; overall payout was 100.85% of target, reflecting balanced near-target results and strategic execution (including announced FLIC merger) .
| Metric (2024 AIP) | Threshold | Target | Stretch | Actual | Weight | Payout Factor | Weighted Payout |
|---|---|---|---|---|---|---|---|
| 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 Performance | — | — | — | Between Target and Stretch (1.25x) | 25.00% | 1.25 | 31.25% |
| Total | — | — | — | — | 100.00% | — | 100.85% |
Additional long-term design features: performance shares vest on 3-year Core ROA vs. regional peer index with TSR modifier; 0–150% payout scale; no dividends until vesting; no option repricing; Nasdaq-compliant clawback; anti-hedging/pledging policy (grandfathered legacy pledges) .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company directorships | None (no CNOB director currently serves on a public company board) |
| Compensation committee interlocks | None |
Expertise & Qualifications
- Skills matrix indicates Boswell brings Human Capital, Business/Market Knowledge, and Finance/Audit/Tax expertise to the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Stephen T. Boswell | 345,313 | 0.90% | Includes 272,133 shares in an irrevocable trust for his benefit (spouse/adult daughter/unrelated trustee as trustees) “to which Mr. Boswell has no economic interest,” and 27,977 shares in an irrevocable trust for his spouse (unrelated trustee) |
- Policy: Directors are expected to meet ownership guidelines equal to 5x the sum of current annual cash retainer plus annual equity award; five-year compliance window; anti-hedging and anti-pledging policy (legacy pledges grandfathered) .
- Pledging: No pledging disclosed for Boswell; one director (Kempner) has grandfathered pledged shares per policy .
Related-Party Transactions (Conflict Review)
| Transaction | Counterparty | 2024 Amount | Boswell Interest | Notes |
|---|---|---|---|---|
| Lease of John Street, Hackensack branch | LLC landlord owned 44.4% by directors (Sorrentino, Huttle, Boswell, Kempner each 11.1%) | $234,552 rent paid in 2024 | 11.1% | Board determined interest did not impair independence; lease terms include CPI-linked escalators and market resets on option terms |
- RED FLAG: Ongoing related-party lease where Boswell holds an 11.1% indirect interest; while Board concludes non-impairment, such arrangements warrant monitoring for terms vs. market and renewal decisions .
- Additional related-party relationships exist with other directors (Summit, Bardonia, Blauvelt branches), underscoring broader related-party exposure in branch real estate footprint .
Governance Assessment
- Positives:
- Lead Independent Director with clear authorities; strong independent composition; majority voting bylaw; active committee leadership (Compensation Chair; Audit & Risk member) .
- Robust compensation governance: independent consultant (Meridian), clawback policy, anti-hedging/pledging, no option repricing; strong Say-on-Pay support (95.2%) .
- Engagement: Board met 15 times in 2024; all directors ≥75% attendance; full participation in annual meeting .
- No public company interlocks; no compensation committee interlocks .
- Risks/Watch Items:
- Related-party lease (Hackensack branch) involving Boswell (11.1% interest) is a notable conflict risk; continued Board oversight, benchmarking to market, and transparent disclosure remain critical. RED FLAG .
- Beneficial ownership includes a large block in an irrevocable trust reported as beneficial for him but with no economic interest; this may dilute pure economic alignment vs. reported share count .
- Pledging is restricted, but grandfathered exceptions exist within the Board (not Boswell); ongoing monitoring advisable .
Shareholder communications to independent directors (attention to the Lead Independent Director, Stephen T. Boswell) may be sent to: ConnectOne Bancorp, Inc., ATTN: Stephen T. Boswell, Lead Independent Director, 301 Sylvan Avenue, Englewood Cliffs, NJ 07632 .