William Burns
About William Burns
Senior Executive Vice President & Chief Financial Officer of ConnectOne Bancorp, Inc. (documented since at least 2018), and a named executive officer through 2024. His compensation structure is heavily performance-linked via an annual incentive plan tied to Core ROA, efficiency ratio, tangible book value per share, PPNR, plus a strategic component, and long‑term equity with a majority in performance shares that vest on 3‑year relative Core ROA versus peers . In 2024, the annual incentive plan paid near target (100.85% overall) and long‑term 2022 performance shares vested at 138.4% of target on relative Core ROA for 2022–2024, evidencing pay-for-performance alignment . Company results cited in the 2024 CD&A include strengthened capital and liquidity ratios and progress on the announced FLIC merger, which the committee credited in the 2024 strategic payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ConnectOne Bancorp, Inc. | Senior EVP & Chief Financial Officer | 2018–present (documented) | Company improved leverage ratio and loan-to-deposit ratio in 2024; announced definitive agreement to acquire The First of Long Island Corporation (Sept 2024) |
External Roles
- No external directorships or roles for Mr. Burns are disclosed in the latest proxy.
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary | $488,000 | $502,000 | $517,000 |
| Salary actually paid (Summary Comp Table) | $488,000 | $500,250 | — |
| Base salary floor in employment agreement | — | ≥$381,000 (agreement floor) | — |
| Car allowance (monthly) | — | $750 | — |
Performance Compensation
Annual Incentive (cash bonus)
| Year | Target % of Salary | Target ($) | Actual ($) | Key Metrics, Weights, Outcomes |
|---|---|---|---|---|
| 2023 | 65% | $317,200 | $310,539 | Core ROA, Efficiency, TBV/share, PPNR, plus strategic; committee description in CD&A |
| 2024 | 65% | $326,300 | $329,074 | 2024 aggregate payout 100.85% driven by: Core ROA 0.79% (17.81% payout weight), Efficiency 55.6% (17.63%), TBV/share $23.91 (17.75%), PPNR 1.15% (16.41%), Strategic at 125% (31.25%) |
2024 Annual Incentive Scorecard (Company-level)
| Metric | Threshold (0.5x) | Target (1.0x) | Stretch (1.5x) | Actual | Weight | Interpolated Factor | 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 | — | — | — | Between Target & Stretch (1.25x) | 25.00% | 1.25 | 31.25% |
| Total | — | — | — | — | 100.00% | — | 100.85% |
- Notes: Strategic component recognized management’s FLIC merger execution and other initiatives .
Long-Term Incentive (equity)
- Design: For CFO, 55% performance shares (PSUs) and 45% time-vested deferred stock units (DSUs) in 2024; PSUs vest on 3‑year relative Core ROA; DSUs vest ratably over 3 years; no stock options currently granted .
| Grant Year | Grant Date | Instrument | Target Shares | Other Shares | Grant Date Fair Value |
|---|---|---|---|---|---|
| 2024 | 03/22/2024 | PSUs (target) | 9,441 | — | Included below |
| 2024 | 03/22/2024 | DSUs (time-based) | — | 7,724 | Included below |
| 2024 Total (PSU+DSU) | 03/22/2024 | — | 9,441 | 7,724 | $326,307 |
- PSU Metric/Payout Range: Relative Core ROA vs peer industry index; vesting 0–150% of target .
- Actual Vesting (2022 PSU cycle): Core ROA of 1.06% ranked at 69.2% percentile; vesting at 138.4% of target (for 2022 grant, measured 2022–2024) .
- 2024 Stock Vested (realized on vesting): 16,346 shares; $313,151 value .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 110,287 shares; 0.29% of outstanding |
| Unvested DSUs (12/31/2024) | 18,695 shares; $428,302 market value |
| Unearned PSUs (12/31/2024) | 22,540 shares (at target); $516,391 market/payout value |
| Stock options | None outstanding |
| Ownership guidelines | CFO required to hold 3x base salary; EVP 2x; CEO 6x; Directors 5x cash retainer+equity (time to comply 5 years) |
| Compliance status | All executive officers in compliance at 12/31/2024 |
| Hedging/pledging | Hedging prohibited; pledging prohibited for directors/executives (pre‑11/23/2021 pledges grandfathered) |
| Clawback | Recoupment policy for restatements; Nasdaq-compliant |
Employment Terms
- Agreement: 3‑year term, auto‑renewal; base salary floor ≥$381,000; $750/month car allowance; eligible for incentive plans and benefits .
- Severance (non‑CIC): 2.5x current base salary + target cash bonus; prorated target bonus; health/welfare benefits up to 18 months .
- Change‑in‑Control (CIC) protections:
- If terminated without cause or resigns for good reason within 2 years post‑CIC: 3.0x salary + target bonus; prorated bonus (based on actual performance) paid at regular bonus timing; benefits up to 18 months .
- Equity acceleration shown in proxy’s CIC column; SERP benefits accelerate upon CIC followed by separation within 2 years .
Potential Payments (as of 12/31/2024; illustrative)
| Payments/Benefits | Involuntary Termination (No CIC) | Change in Control | Termination Following a CIC |
|---|---|---|---|
| Cash Compensation | $2,070,750 | $0 | $2,484,900 |
| Continued Health & Welfare Benefits | $25,624 | — | $25,624 |
| Acceleration of Stock Awards | — | $863,615 | $863,615 |
| SERP Acceleration | — | — | $863,615 |
Retirement/Deferred Compensation
| Program | Provision | 2024 Company Contribution | Aggregate Balance (12/31/2024) |
|---|---|---|---|
| Supplemental Executive Retirement Plan (SERP) | Benefit equals 30% of final salary (plan-defined) | $340,435 | $1,446,498 |
Multi‑Year Compensation Summary (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $465,000 | $488,000 | $500,250 |
| Stock Awards | $348,762 | $396,504 | $326,307 |
| Non‑Equity Incentive Plan Compensation | $418,500 | $310,539 | $329,074 |
| Change in Pension Value/Non‑qualified Deferred Comp Earnings | $470,779 | $192,437 | $340,435 |
| All Other Compensation | $29,794 | $31,009 | $37,363 |
| Total | $1,732,835 | $1,418,489 | $1,533,428 |
Additional Governance and Program Design
- Pay mix emphasizes at‑risk pay: CFO and other NEOs target mix includes significant performance‑based equity; for CEO/Bank President/CFO, 55% of equity is performance‑based in 2024 .
- No excise tax gross‑ups; no option repricing; dividends not paid on unearned PSUs/DSUs .
- Compensation peer group (2024) includes regional publicly traded banks (e.g., Brookline, Independent Bank Corp., OceanFirst, Provident Financial Services, Customers, Sandy Spring, Washington Trust, WSFS, etc.) and targets market median positioning .
- Say‑on‑Pay support of 95.2% in 2024 .
- Compensation Committee: Stephen T. Boswell (Chair), Katherin Nukk‑Freeman, Susan O’Donnell; independent consultant: Meridian Compensation Partners .
Performance & Track Record Highlights (Company-level context from CD&A)
- 2024 quarter-over-quarter net income to common up 20.5% and year‑over‑year up 6.2% in Q4; NIM expansion of 19 bps QoQ and 15 bps YoY; core deposits up >5% .
- Balance sheet strengthened: loan‑to‑deposit ratio improved to 105.8% (from 110.7%); leverage ratio up 47 bps to 11.33%; CRE concentration down 27 pts to 436% .
- Announced FLIC merger in Sept 2024; strategic efforts contributed to slightly below‑target financial outcomes but strategic payout was set at 125% .
Risk Indicators & Red Flags
- Hedging and pledging of company stock prohibited for executives; pre‑2021 pledges grandfathered (no pledge disclosure for Mr. Burns) .
- No excise tax gross‑ups; double‑trigger CIC for cash severance; clawback policy in place .
- No stock option grants or repricing; equity vests over multi‑year schedules .
Investment Implications
- Alignment: High degree of performance linkage via (1) annual metrics (Core ROA, efficiency, TBV/share, PPNR) with balanced weights and capped payouts, and (2) majority performance‑based PSUs for the CFO that vest on 3‑year relative Core ROA, evidenced by 138.4% vesting for the 2022–2024 cycle .
- Retention vs. overhang: Meaningful unvested/unearned equity (DSUs 18,695; PSUs 22,540 as of 12/31/2024) plus SERP accruals ($1.45M) promote retention; however, equity and SERP acceleration in CIC scenarios can create potential selling/overhang dynamics upon a transaction .
- Payout discipline: 2024 AIP near‑target outcome (100.85%) and strong say‑on‑pay support (95.2%) suggest a balanced, shareholder‑acceptable framework; governance features (clawback, hedging/pledging bans, ownership guidelines) mitigate risk .
- Execution focus: 2024 strategic initiatives (balance sheet strengthening, FLIC merger execution) were recognized in incentive outcomes; continued delivery on NIM, deposit mix, and integration would support PSU realizations and reduce execution risk to compensation .