Amy C. Wiles
About Amy C. Wiles
Amy C. Wiles (age 66) is Executive Vice President, Chief Credit Officer and Chief Risk Officer at NBT Bancorp Inc. (NBTB). She joined NBT in 2015 as SVP & Chief Credit Officer, was promoted to EVP in 2017 when she assumed CRO responsibilities, and today leads Credit Administration and Risk Management . Wiles holds a BA from Colgate University and an MBA from Wharton School of Business . Company performance context for 2024: EPS $2.97 vs $2.65 in 2023, ROAA 1.04%, ROATCE 13.75%, and NPA/Assets 0.38% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NBT Bancorp Inc. | SVP, Chief Credit Officer | 2015–2017 | Led credit administration, underwriting standards, portfolio risk oversight |
| NBT Bancorp Inc. | EVP, Chief Credit Officer & Chief Risk Officer | 2017–Present | Enterprise risk management, credit governance, regulatory risk oversight |
| KeyBank | EVP, Group Credit Executive | Not disclosed | Supported growth while maintaining credit risk standards across diversified portfolios |
| JPMorgan Chase | Various roles | Not disclosed | Credit and banking experience in large U.S. institution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Volunteer Lawyers Project of CNY, Inc. | Board member | Not disclosed | Community legal support and governance |
| Community Memorial Hospital Foundation | Board member | Not disclosed | Healthcare philanthropy and community health support |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary (Dec 31, 2024) | $406,179 | 6.0% YoY increase |
| Target Bonus % (EICP) | 45% of base | Applies to both plan segments in 2024 |
| Target Bonus $ (EICP) | $182,781 | Prorated targets reported |
| Actual Bonus Paid (EICP) | $241,271 | Paid at 132% of target |
| Stock Awards (Grant-date FV) | $380,725 | 2024 RSU/PSU grants under 2024 Plan |
| 401(k) & ESOP Employer Match | $15,327 | 2024 employer contributions |
| Company Deferred Comp Contribution | $101,545 | Discretionary company contribution approved Jan 2025 for 2024 performance |
| Life & Disability Insurance Premiums | $6,944 | Company-paid premiums |
| Perquisites (personal vehicle use) | $10,633 | Taxed per IRS regs |
| Deferred Compensation – Executive Contribution | $60,264 | Salary deferrals |
| Deferred Compensation – Aggregate Balance | $853,661 | Earnings $126,989; distributions $(37,865) |
Performance Compensation
| Short-Term Incentive (EICP) | Weight | Threshold (50%) | Target (100%) | Max (150%) | 2024 Actual | Weighted Attainment |
|---|---|---|---|---|---|---|
| EPS | 40% | $2.55 | $2.80 | $3.05 | $2.99 excl. ~$0.02 EPS acquisition costs | 55.20% |
| Loan Growth | 10% | 3.0% | 4.8% | 6.6% | 6.28% | 14.11% |
| Deposit Growth | 10% | 1.9% | 2.9% | 3.9% | 3.94% | 15.00% |
| Net Charge-off Ratio | 10% | 0.40% | 0.25% | 0.10% | 0.18% | 12.33% |
| Efficiency Ratio | 10% | 66.4% | 63.9% | 61.4% | 63.72% | 10.36% |
| Revenue Growth – Non-Banking Lines | 10% | 5.0% | 10.0% | 15.0% | 17.89% | 15.00% |
| Comprehensive Fee Review | 10% | 5.0% | 10.0% | 15.0% | Target achieved | 10.00% |
| Composite Payout Factor | 100% | — | — | — | 132% | 132% |
| EICP Payout Details | Amount |
|---|---|
| Wiles 2024 Target Incentive | $182,781 |
| Composite Achievement | 132% |
| 2024 Incentive Earned | $241,271 |
| Long-Term Incentive Plan (LTIP) Feature | Detail |
|---|---|
| Mix | 50% Performance Units (PSUs), 50% Retention (time-based RSUs) |
| Vesting | PSUs: 3-year cliff; RSUs: 5-year ratable |
| Performance Period | 2024–2026 relative performance |
| Metrics & Weights | 3-yr avg ROATCE (70%); 3-yr relative TSR (30%) |
| PSU Goal Structure | Threshold 35th percentile; Target 55th; Max 75th |
| 2024 Grants to Wiles | 2,910 retention RSUs; 2,910 performance RSUs |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 24,754 (less than 1% of shares outstanding) |
| Unvested Time-Based RSUs (Dec 31, 2024) | 2,910 |
| Special Time-Based RSUs (100% vest in 2 years) | 5,000 |
| Unearned PSUs Outstanding | 4,365 (at maximum representation for 2024 grant; 2023 at target) |
| Market Value of Unvested RSUs ($47.76 close) | $138,982 |
| Market Value of Special RSUs ($47.76 close) | $238,800 |
| Market/Payout Value of Unearned PSUs ($47.76 close) | $208,472 |
| Stock Ownership Guidelines (Jan 2025) | EVPs: 1.5× base salary; unvested time-based RSUs count toward compliance; self-cure provision |
| Hedging & Pledging | Hedging prohibited; pledging prohibited and requires prior approval; insider trading policy in place |
Employment Terms
- Employment agreements: NEOs have active employment agreements; severance/change-in-control (CIC) protections apply per program summary .
- Severance (termination without cause/good reason): cash equal to base salary for remaining term, but not less than 6 months; equity acceleration as detailed below .
- CIC economics:
- Cash severance multiple: 2× base salary for Mahoney and Wiles (Kingsley/Burns/Stagliano at 2.99× of base + 3-year average bonus) .
- Benefits continuation: 2 years for Mahoney and Wiles (3 years for Kingsley/Burns/Stagliano) .
- Equity vesting: time-based awards fully accelerate; PSUs accelerate per plan rules (full at target when <50% of performance period elapsed; otherwise based on actual performance) .
- Modified “best net benefit” 280G cutback: payments reduced below safe harbor unless executive is ≥$50,000/$100,000 better on net after-tax basis receiving full payments .
- Potential Payments (illustrative values if event on Dec 31, 2024 at $47.76/share):
- Wiles – Death/Disability: Equity $1,060,033; Total $1,060,033 .
- Wiles – Retirement: Equity $967,379; Total $967,379 .
- Wiles – Resignation for Good Reason/Termination w/o Cause: Severance $406,179; Equity $967,379; Total $1,373,558 .
- Wiles – Change in Control: Severance $812,359; Equity $1,060,033; Other benefits $30,807; Total $1,903,199 .
- Restrictive covenants: Company-wide enforcement of confidentiality, non-compete, and non-solicitation; clawback provisions apply to incentive compensation .
Governance, Compensation Committee & Say-on-Pay
- Compensation & Benefits Committee: Chair Timothy E. Delaney; all members independent; Meridian Compensation Partners serves as independent consultant (no conflicts found) .
- Peer group (2024 pay benchmarking): 30+ community banks (e.g., Fulton Financial, Independent Bank Corp., OceanFirst, WesBanco, Tompkins Financial, etc.) with assets $6.5B–$28B .
- Say-on-Pay approval: 96.2% support at 2024 annual meeting .
- Equity plan: 2024 Omnibus Incentive Plan approved May 21, 2024 .
Risk Indicators & Policies
- Incentive Compensation Recovery: Nasdaq Rule 5608-compliant clawback for restatements; supplemental misconduct-based recoupment with 3-year lookback .
- Insider Trading Policy: prohibits hedging; filed as Exhibit 19 to Form 10-K for year ended Dec 31, 2024 .
- Annual risk assessment of incentive plans overseen by CRO, CHRO, CFO and reviewed by the Committee .
Investment Implications
- Pay-for-performance alignment: STI metrics balanced across EPS, growth, credit quality, efficiency, and strategic initiatives; 2024 composite achieved 132%, translating to $241k cash bonus for Wiles . Strong linkage of LTIP to shareholder outcomes via 3-year ROATCE and relative TSR .
- Retention and selling pressure: Significant unvested equity (time-based and performance units) with 5-year ratable vest and 3-year cliff structures, plus special RSU award vesting in 2 years, supports retention but can create periodic vest-driven supply; current unvested market value and PSU payout values highlight potential future liquidity events .
- Alignment and risk controls: Robust ownership guidelines (1.5× salary for EVPs, including unvested time-based RSUs), explicit prohibitions on hedging/pledging, and comprehensive clawbacks mitigate misalignment and governance risk .
- CIC economics: Double-trigger CIC with 2× salary and benefit continuation for Wiles, plus full acceleration of time-based equity and PSU treatment per plan, implying balanced protection without tax gross-ups and with 280G cutback policy .
- Company execution backdrop: 2024 performance improved across EPS, ROATCE, and fee-income growth; NBT’s risk culture (Board-level risk oversight, annual plan risk assessments) complements Wiles’ CRO role, lowering execution risk in credit and operational domains .