Andrew S. Kowalczyk III
About Andrew S. Kowalczyk III
Andrew S. Kowalczyk III, 68, is an independent director of NBT Bancorp Inc. and a partner at Kowalczyk Law Firm, LLP in Utica, NY, focused on banking, business, corporate, and real estate law. He has served on NBT Bank’s board since October 2010 and NBT Bancorp’s board since May 2016; he is a graduate of St. Lawrence University and Albany Law School and was admitted to the NY State Bar in 1983 . The Board determined he is independent under Nasdaq standards; in 2024 the Board met nine times, with all directors meeting the 75% attendance threshold and attending the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NBT Bank Advisory Board | Advisory Board Member | 2006–2010 | Provided regional market insight |
| NBT Bank, N.A. | Director | Oct 2010–present | Guided bank-level governance |
| NBT Bancorp Inc. | Director | May 2016–present | Member: Audit; Nominating & Corporate Governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mohawk Valley Health System (MVHS) | Director | Current | Serves on audit, investment, pension, and governance committees |
Board Governance
- Independence: Independent under Nasdaq rules; only Watt, Kingsley, and Cantele are non-independent .
- Committee assignments: Audit; Nominating & Corporate Governance (not a chair) .
- Attendance: Board held nine meetings in 2024; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Lead independent director: Jack Webb served as Lead Director; upon Webb’s retirement, Matthew Salanger will become Lead Director .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $96,500 | Board and committee retainers per program; member cash retainers include NBT Bancorp Board $37,000 and NBT Bank Board $37,000, plus committee member retainers (Audit $7,500; other committees $5,000) |
| Stock Awards (RSUs) | $39,676 | Granted May 21, 2024; per-share fair value $37.15; director RSUs vest 100% one year after grant |
| All Other Compensation | $7,995 | Cash dividends on restricted/deferred stock (aggregate program dividends noted); no additional items disclosed for Kowalczyk |
| Total | $144,171 | Sum of components |
Program schedule reference (non-employee directors): member cash retainers (Bancorp $37,000; Bank $37,000), Audit/Risk committee member retainer $7,500, other committees $5,000; RSUs $20,500 for each of Bancorp and Bank boards; RSUs vest 100% after one year .
Performance Compensation
- Director equity awards are time-based; no performance conditions disclosed for director RSUs (vest 100% one year after grant) .
| Metric/Condition | Weight/Target | Actual/Provision |
|---|---|---|
| Director RSU vesting condition | Time-based only | 100% vesting one year post grant; no TSR/ROATCE or other performance metrics for director grants |
| 2024 Director RSU Fair Value | $39,676 | As granted May 21, 2024; $37.15 per-share fair value |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Kowalczyk in his nominee biography .
- Committee interlocks: Company discloses no interlocking relationships requiring reporting; loans to Committee members and directors are on market terms per Regulation O .
- Known interlock exposure at NBT: NBT Insurance Agency received $1,905,570 in commissions from NYCM; associated with director V. Daniel Robinson II, not Kowalczyk .
Expertise & Qualifications
- Skills: Accounting/Finance; Regulatory; Legal; Technology/Cybersecurity; Banking; Human Resources; Risk Management; Non-profit; Corporate Board .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 16,649 shares | As of Feb 28, 2025; less than 1% of shares outstanding |
| Unvested RSUs (12/31/2024) | 1,437 units | Outstanding director RSUs |
| Stock Ownership Guidelines | 5x annual Board cash retainer | Updated Jan 2025; includes unvested time-based RSUs; hedging/pledging prohibited without prior approval (no margin pledging) |
Governance Assessment
- Committee effectiveness: Service on Audit and Nominating & Corporate Governance aligns with his legal and regulatory expertise; no chair roles, but committees are designated independent .
- Independence and attendance: Independent; 2024 attendance standards met across Board/committees; full Annual Meeting participation—supports engagement .
- Ownership alignment: Holds 16,649 shares plus 1,437 unvested RSUs; updated guidelines (5x cash retainer) and prohibition of hedging/pledging strengthen alignment and risk discipline .
- Compensation mix: Balanced cash retainer plus time-based RSUs; no director performance metrics—reduces risk of short-termism while maintaining equity alignment; 2024 program aligned with peer median; no changes made .
- Conflicts/related-party exposure: No Kowalczyk-specific related-party transactions disclosed; company loans to directors permitted only on market terms under Regulation O with Board oversight; notable related transaction pertains to another director (NYCM commissions), not Kowalczyk .
- Clawbacks and controls: Company maintains incentive compensation recovery policies and supplemental recovery provisions; while these primarily reference executives, overall governance and ethics framework (Code of Ethics, insider trading policy) are robust and Board-level practices include independent committees and executive sessions .