Angela N. Petrucci
About Angela N. Petrucci
Angela N. Petrucci (age 48) is EVP, Chief Administrative Officer, General Counsel and Secretary at NBHC; she joined the Company in 2015 and has served as CAO and GC since July 2020, overseeing BSA/AML and financial crimes, facilities and security, HR, legal, marketing, and project management; she also serves on the boards of NBH Bank and Bank of Jackson Hole Trust and is on the BOJHT Trust Committee . She holds a Juris Doctor and a Bachelors in Business Administration, with prior roles at Accenture (corporate governance and securities), Chapman and Cutler LLP, and First Chicago Bank (commercial banking) . Company performance in 2024 included diluted EPS of $3.08 (adjusted $3.22), ROAA 1.20% (adjusted tangible 1.36%), net interest margin FTE 3.99%, cost of funds 2.27%, 4.7% average deposit growth, 11% tangible book value growth, CET1 13.20%, and adjusted efficiency ratio 58.69% . Pay versus performance disclosure shows value of an initial $100 investment at $139.10 in 2024, with net income of $118.8M and core net income of $124.4M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Accenture | In-house counsel (corporate governance and securities) | — | Oversaw corporate governance and securities matters |
| Chapman and Cutler LLP | Associate | — | Corporate transactional and securities experience |
| First Chicago Bank (now JPMorgan Chase) | Commercial banker | — | Banking operations and lending experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Colorado Bankers Association | Government Affairs Committee member | — | Industry advocacy and regulatory engagement |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 310,385 | 326,538 | 345,385 (STIP eligible earnings) |
| Target Bonus (%) | — | — | 60% of salary (HoldCo executives) |
| Actual Bonus Paid ($) | 293,313 | 256,675 | 294,785 |
Notes:
- Base salaries for Petrucci (and selected NEOs) were increased in April 2024; Petrucci’s salary increased from $330,000 to $350,000 .
Performance Compensation
| Component | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|---|
| STIP (2024) | Core Net Income ($000s) | 40% | 102,129 | 120,152 | 126,160 | 124,395 | 54.1% weighting achieved |
| STIP (2024) | Asset Quality (Non-Performing Assets Ratio) | 30% | 0.80% | 0.65% | 0.50% | 0.47% | 45.0% weighting achieved |
| STIP (2024) | ERM & Doing Good (Qualitative) | 15% | 80% | 100% | 120% | 115% | 20.6% weighting achieved |
| STIP (2024) | Individual Qualitative | 15% | 80% | 100% | 120% (or up to 200% for exceptional) | 120% achievement (Petrucci) | 150% of target for individual component |
| STIP Outcome | Total STIP payout (% of target) | — | — | — | — | — | 142.2% of target; Paid $294,785 |
Long-term equity (LTI) structure:
- PSUs: 3-year performance period (Jan 1, 2024–Dec 31, 2026) measured on cumulative adjusted EPS (33%), relative ROTA vs S&P 600 Regional Bank group (33%), and 3-year rTSR vs S&P 600 Regional Bank group (33%); vest at 50%/100%/150% (threshold/target/max); vest on March 1, 2027 .
- Time-based restricted stock: vests in three equal annual installments beginning April 28, 2025 .
2022 PSU vesting result:
- Cumulative adjusted EPS actual: $10.53 (60% weighting) → 150% payout; rTSR percentile: 36th (40% weighting) → 53% payout; total PSU payout 111% of target; dividend equivalents accrued and paid upon vest .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 36,554 shares (includes 5,801 unvested restricted shares with voting power and 16,675 options exercisable within 60 days); <1% of shares outstanding |
| Unvested restricted stock (voting) | 5,801 shares |
| Options exercisable within 60 days | 16,675 shares |
| Unvested RS (2024 grant) | 3,996 shares; first vest Apr 28, 2025 |
| Unvested PSUs | 2023 PSU: 3,552 units (target tracking) ; 2024 PSU: 4,015 units (target tracking) |
| Option exercises (2024) | 541 shares exercised; value realized $13,687 |
| Stock vesting (2024) | 3,712 shares vested; value realized $127,005 |
| Stock ownership guidelines (executives) | CAO required to own 2x base salary; executives below threshold must retain 50% of after-tax vested equity until met |
| Compliance with ownership guidelines | As of Mar 10, 2024, Petrucci had not yet met her threshold (newer executive to guidelines) |
| Hedging/Pledging | Hedging prohibited; pledging prohibited for designated persons including NEOs |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | Dated May 5, 2020; automatically renews annually unless notice is given |
| Base salary and bonus target | Base salary minimum $250,000; target cash bonus ≥50% of base salary; reviewed annually |
| Non-compete/Non-solicit | While employed; post-termination: 2 years if terminated without cause or resigns for good reason within 2 years post-CIC; 1 year for other terminations |
| Severance (no CIC) | Lump sum = salary + greater of target bonus or prior year bonus; plus pro-rated bonus; subject to release |
| Severance (with CIC, double trigger) | Lump sum = 2x salary + 2x greater of target bonus or prior year bonus; plus pro-rated bonus; subject to release |
| Equity treatment (CIC) | Double trigger: RS/options and earned PSUs vest upon qualifying termination; if no replacement awards, vest at change in control |
| Clawbacks | Contractual clawback; Company-wide compensation recovery policy (NYSE/SEC-compliant) adopted Nov 2023 |
| Tax gross-ups | No tax gross-ups on change-in-control payments |
Termination/CIC economics (as of 12/31/2024; NBHC share price $43.06):
| Scenario | Cash Severance ($) | Stock Option Vesting ($) | Restricted Stock Vesting ($) | Total ($) |
|---|---|---|---|---|
| Voluntary Resignation with Good Reason or Involuntary Termination Not for Cause | 901,460 | — | — | 901,460 |
| Involuntary Termination or Good Reason Following Change in Control | 1,423,350 | 33,703 | 691,371 | 2,148,424 |
| Death or Disability (No CIC) | — | 33,703 | 249,791 | 283,494 |
| Death or Disability Following Change in Control | — | 33,703 | 691,371 | 725,074 |
Compensation & Incentives (Detailed)
Multi-year compensation:
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | 310,385 | 326,538 | 345,385 |
| Stock Awards | 165,156 | 175,650 | 282,994 |
| Option Awards | 41,300 | 43,446 | — |
| Non-Equity Incentive (STIP) | 293,313 | 256,675 | 294,785 |
| Nonqualified Deferred Comp. Earnings | 20 | 50 | 99 |
| All Other Compensation | 26,494 | 18,866 | 36,774 |
| Total | 836,668 | 821,225 | 960,037 |
2024 grants of plan-based awards (LTI detail):
| Grant Date | Type | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 04/01/2024 | Time-based RS | 3,996 | 141,498 | 3 equal annual installments; first vest Apr 28, 2025 |
| 04/01/2024 | PSUs (Threshold/Target/Max) | 2,008 / 4,015 / 6,023 | 141,496 | Performance period 2024–2026; vest Mar 1, 2027 |
Perquisites and benefits (2024):
- Corporate aircraft personal use: $15,742
- Company matching contributions: 401(k) $10,350; NDCP $10,362
- Imputed income on life insurance premiums: $270
- NDCP participation: 2024 executive contributions $13,815; registrant contributions $10,362; aggregate earnings $14,728; year-end balance $180,988
Compensation governance and peer benchmarking:
- Independent consultant: Pay Governance advises Compensation Committee .
- Executive compensation peer group includes 20 institutions (e.g., Axos Financial, Triumph Financial, Customers Bancorp, Veritex Holdings) and was updated to better reflect fintech orientation (median market cap ~$1B as of June 30, 2023) .
- No stock option repricing; double-trigger equity acceleration; hedging/pledging prohibited; clawbacks; capped payouts; no CIC tax gross-ups .
Say-on-Pay:
- 2024 advisory vote approved with 97.7% support .
Equity Ownership & Alignment (Breakdown as of 12/31/2024)
| Category | Quantity | Market/Value Note |
|---|---|---|
| Beneficial shares | 36,554 | Includes 5,801 unvested restricted with voting and 16,675 options exercisable within 60 days; <1% of outstanding |
| Unvested RS | 3,996 | Market value $172,068; vests starting Apr 28, 2025 |
| Unvested PSUs (2023) | 3,552 (target tracking) | Market value $152,949; vest Mar 1, 2026 (performance) |
| Unvested PSUs (2024) | 4,015 (target tracking) | Market value $172,886; vest Mar 1, 2027 (performance) |
| Options exercised (2024) | 541 | Value realized $13,687 |
| Shares vested (2024) | 3,712 | Value realized $127,005 |
| Ownership guideline | 2x base salary for CAO; retention of 50% of after-tax vested equity until met | |
| Guideline status | Not yet met as of Mar 10, 2024 | |
| Hedging/Pledging | Prohibited |
Employment Terms (Contract and CIC Mechanics)
- Contract: May 5, 2020; auto-renews; base pay and bonus targets as above .
- Severance (no CIC): Salary + greater of target/prior-year bonus, plus pro-rated bonus; subject to release .
- Severance (CIC, double trigger): 2x salary + 2x greater of target/prior-year bonus; pro-rated bonus; double-trigger equity vesting and earned PSU vesting mechanics; no tax gross-ups; clawbacks apply .
- Non-compete/non-solicit: 2 years (specific scenarios) / 1 year otherwise .
Investment Implications
- Pay-for-performance alignment: 2024 STIP paid at 142.2% of target with robust achievement on core net income and asset quality; LTI is majority performance-based PSUs tied to EPS, rTSR, and relative ROTA, reinforcing long-term value creation .
- Retention risk and unvested equity: Meaningful unvested RS and PSUs plus double-trigger CIC terms support retention; however, executive stock ownership guideline is not yet met, which may require continued net share retention from vestings (reduced near-term sell pressure) .
- Insider selling pressure: 2024 activity modest (541 options exercised; 3,712 shares vested), with hedging/pledging prohibited and blackout/preclearance protocols in place (low signaling risk) .
- Change-in-control economics: Two-times salary+bonus cash multiple plus accelerated vesting on equity under double-trigger; no tax gross-ups; clear definitions reduce uncertainty in event-driven scenarios .
- Governance and risk: Strong clawbacks, anti-hedging/pledging, capped payouts, and no option repricing mitigate risk; high 2024 say-on-pay support (97.7%) indicates shareholder acceptance of the compensation framework .
Additional Company Performance Context
- 2024 achievements (EPS, ROAA, NIM, deposits, TBV, CET1, efficiency) evidence operational discipline, supporting the credibility of performance-linked compensation outcomes .
- Pay-vs-performance TSR and net income trends provide macro context for equity award performance measurement and expected PSU outcomes .