Susan O'Donnell
About Susan O'Donnell
Independent director at ConnectOne Bancorp, Inc. since 2024; age 61; retired Partner at Meridian Compensation Partners with 30+ years in executive and board compensation and governance, the last 20 dedicated to banking . Core credentials include public company compensation and governance expertise, shareholder engagement, investor/SEC perspectives, and HR/talent matters; she regularly educated bank boards and led Pearl Meyer’s banking practice for 10 years before retiring from Meridian in 2023 . All CNOB directors attended the 2024 virtual annual meeting, and each director attended at least 75% of Board and committee meetings in 2024 (15 Board meetings held) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meridian Compensation Partners LLC | Partner (retired 2023) | ~2013–2023 | Banking industry compensation/governance advisor; shareholder engagement; performance plan design |
| Pearl Meyer & Partners | Leader, Banking Industry Practice | ~10 years (prior to Meridian) | Board compensation, governance, LTI design, risk/performance assessment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Belknap House (non-profit) | Board Member | Not disclosed | Community non-profit supporting homeless families |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance (NCG) Committee (not chair) .
- Committee independence and expertise: Compensation Committee is comprised solely of independent directors and uses an independent consultant (Meridian); NCG members are also independent per Nasdaq Rule 5605 .
- Board independence and leadership: Majority-independent board; Stephen T. Boswell serves as Lead Independent Director, presiding over executive sessions and liaising with management on agendas and efficiency .
- Attendance and engagement: Board met 15 times in 2024; each director attended ≥75% of Board/committee meetings; all directors participated in the 2024 annual meeting .
- Election standard: Majority vote standard in bylaws for uncontested elections with irrevocable resignations if majority support is not received .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Annual cash retainer (standard) | $60,000 | Paid quarterly in arrears; applies to non-employee directors |
| Committee membership stipends (non-chair) | Compensation: $6,000; NCG: $6,000 | Audit non-chair: $10,000; Chairs receive higher stipends |
| Lead Independent Director stipend | $15,000 | Not applicable to O’Donnell |
| Susan O’Donnell – Fees earned (actual 2024) | $29,000 | Partial-year service after June 11, 2024 appointment |
Performance Compensation
| Component | 2024 Grant | Vesting/Terms |
|---|---|---|
| Annual restricted stock grant (standard) | $60,000 fair value | Awarded as 3,219 restricted shares, subject to forfeiture; typical vesting over time (director awards described as restricted stock subject to forfeiture) |
| Susan O’Donnell – Stock awards (actual 2024) | $60,000 | Awarded in connection with director retainer |
Directors do not receive performance-based equity (PSUs) or cash incentives at CNOB; equity grants are time-based restricted stock subject to forfeiture, supporting alignment but without explicit performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None; CNOB states no director is currently a director of another Exchange Act–registered company or investment company |
| Private/non-profit boards | Belknap House (non-profit) |
| Interlocks or related-party ties | None disclosed for O’Donnell; see Equity Ownership/Conflicts for consultant relationship context |
Expertise & Qualifications
- Banking-focused compensation/governance expert; 30+ years advising boards on pay design, governance, risk, shareholder alignment, and succession planning .
- Regular industry speaker/educator to bank associations, with investor/SEC perspective and HR/talent experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Susan O’Donnell | 3,219 | 0.01% | Directors received 3,219 restricted shares in 2024 as part of retainer |
- Ownership guidelines: Directors must achieve ownership equal to 5x the sum of (i) annual cash retainer and (ii) annual equity award; compliance period is 5 years from becoming subject to policy; Committee monitors annually .
- Hedging/pledging policy: Hedging and pledging prohibited; legacy pledges as of Nov 23, 2021 grandfathered (no pledge disclosed for O’Donnell) .
Governance Assessment
- Committee assignments and independence: O’Donnell’s placement on Compensation and NCG aligns with her domain expertise and supports oversight of executive/director pay and governance frameworks; both committees are independent-only, bolstering investor confidence .
- Attendance and engagement: Board-wide attendance thresholds met and annual meeting participation affirmed, indicating engagement. The board conducted 15 meetings in 2024, with annual board and individual director evaluations via anonymous questionnaires, enhancing board effectiveness .
- Director pay and alignment: Standard mix of cash ($60k) and time-based equity ($60k; 3,219 restricted shares) plus committee stipends supports alignment without pay-for-performance complexity; O’Donnell’s 2024 total of $89k reflects mid-year onboarding .
- Ownership alignment: Clear director ownership requirements (5x retainer+equity within 5 years) and anti-hedging/pledging policies are positive signals; beneficial ownership for O’Donnell currently at 3,219 shares (0.01%) with time to reach guideline compliance window .
- Potential conflicts and watchpoints:
- Former Partner at Meridian Compensation Partners while CNOB’s Compensation Committee currently engages Meridian as its independent consultant with no other services and independence affirmed; as O’Donnell sits on the Compensation Committee, this prior affiliation warrants monitoring for perceived conflicts despite formal independence assessment and governance safeguards (direct reporting to Committee; no management services; Committee controls engagement/fees) .
- No related-party transactions disclosed for O’Donnell; related-party branch leases involve other directors, not O’Donnell .
- Shareholder signals: Strong say-on-pay support (95.2% approval in 2024) reflects investor confidence in compensation governance under the Committee’s oversight .
- Board leadership practices: Majority vote standard with irrevocable resignations enhances accountability; Lead Independent Director structure and executive sessions support independent oversight .
Director Compensation Detail (Structure vs. Actual)
| Metric | 2024 Standard | Susan O’Donnell 2024 Actual |
|---|---|---|
| Cash retainer ($) | $60,000 | $29,000 |
| Equity retainer ($) | $60,000; 3,219 restricted shares | $60,000 |
| Committee stipends (non-chair) | Compensation: $6,000; NCG: $6,000 | Included within fees; actual not itemized beyond total |
| Total ($) | $120,000 + applicable stipends | $89,000 |
Insider Trades
| Filing Type | Date | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| Form 4 | — | — | — | — | No Form 4 filings located for O’Donnell in CNOB filings during 2024–2025 using our search [SearchDocuments: no results]. |
Red Flags and Risk Indicators
- Prior affiliation with the Compensation Committee’s current consultant (Meridian) could present optics risk; mitigated by Committee’s independence and oversight protocols and formal independence assessment of the consultant .
- No disclosed related-party transactions, pledging, or attendance shortfalls for O’Donnell; anti-hedging/pledging policies in place (legacy pledges grandfathered; none attributed to O’Donnell) .
Compensation Committee Analysis (Context)
- Composition and roles: Compensation Committee comprised of independent directors (Chair: Stephen T. Boswell; members include Katherin Nukk-Freeman and Susan O’Donnell) with full authority over executive and director compensation and equity plans .
- Independent consultant: Meridian reports directly to the Committee; engagement and fees controlled solely by the Committee; no other services to company; independence assessed; interactions with management limited to Committee matters .
- Shareholder feedback and policies: Annual say-on-pay with 95.2% approval (2024); clawback policy compliant with Nasdaq rules; anti-hedging/pledging policy; stock ownership guidelines for executives and directors .
Overall investor takeaway: O’Donnell brings specialized bank compensation/governance expertise to key oversight committees, with strong governance scaffolding (independent committees, majority vote bylaws, lead independent structure). The only notable watchpoint is her prior affiliation with Meridian, the Committee’s consultant; however, formal independence controls and Committee-led engagement mitigate conflict risk. Director pay is balanced (cash/equity) and ownership guidelines enforce longer-term alignment .