Annette L. Burns
About Annette L. Burns
Annette L. Burns, 52, is Executive Vice President and Chief Financial Officer of NBT Bancorp Inc. (appointed May 2024). She is a Certified Public Accountant with over 25 years of accounting and finance experience; she joined NBT in March 2013 via the acquisition of Alliance Bank, serving as Corporate Controller and later Chief Accounting Officer; she was interim CFO in 2021. Burns holds a bachelor’s degree in business administration from St. Bonaventure University . In 2024, NBT delivered net income of $140.6 million, EPS $2.97, ROAA 1.04%, ROATCE 13.75%, and NPA/Assets 0.38% . Cumulative TSR over the five-year measurement to 2024 equated to $138.05 on an initial $100 investment versus peer KRX $130.96 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NBT Bancorp Inc. | Executive Vice President & Chief Financial Officer | Appointed May 2024 | Senior financial leadership through CEO succession, oversight of finance, reporting, capital, and risk metrics |
| NBT Bancorp Inc. | Senior Vice President & Chief Accounting Officer; Interim CFO | Interim CFO in 2021; CAO prior to 2024 | Led external reporting and accounting policy; provided interim CFO continuity |
| NBT Bancorp Inc. (post Alliance acquisition) | Corporate Controller | 2013 | Integrated Alliance Bank financial reporting into NBT post-merger |
| Alliance Bank | VP, Financial Reporting & Accounting Policy | Not disclosed | Led financial reporting and policy, contributing to NBT’s acquisition readiness |
| Pathfinder Bank | Controller | Not disclosed | Oversaw controllership functions, strengthening bank finance operations |
| PricewaterhouseCoopers LLP | Business Assurance Manager | Not disclosed | Audit and assurance experience; foundation for public company reporting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Way of Mid Rural New York | Board of Directors | Current | Community engagement and governance in NBT footprint |
| Chenango Arts Council | Board of Directors | Prior | Non-profit board service; local stakeholder ties |
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Base Salary | $400,000 as of December 31, 2024 |
| Target Short-Term Incentive (STI) | 45% of base from May 22–Dec 31, 2024; prior to promotion, eligible under employee bonus plan at 31% target |
| 2024 STI Target ($) | $158,426 (prorated across role changes) |
| 2024 STI Earned ($) | $209,123 (paid at 132% of target) |
| Deferred Compensation (Company Contribution) | $60,000 discretionary contribution for 2024; aggregate balance $60,000 at December 31, 2024 |
| Pension Plan (Defined Benefit) | Present value $35,602; credited service 12 years |
| Perquisites | Aggregate amount below detailed reporting thresholds |
Performance Compensation
Short-Term Incentive (EICP) – 2024 Scorecard and Payout
Company-wide metrics and achievements drove a 132% payout factor; Burns’ individual adjustment was not applied (paid at composite level) .
| Metric | Weight | Threshold (50%) | Target (100%) | Max (150%) | Actual 2024 | Weighted Attainment |
|---|---|---|---|---|---|---|
| EPS | 40% | $2.55 | $2.80 | $3.05 | $2.99 (excludes $0.02 EPS of acquisition expenses) | 55.20% |
| Loan Growth | 10% | 3.0% | 4.8% | 6.6% | 6.28% | 14.11% |
| Deposit Growth | 10% | 1.9% | 2.9% | 3.9% | 3.94% | 15.00% |
| Net Charge-off Ratio | 10% | 0.40% | 0.25% | 0.10% | 0.18% | 12.33% |
| Efficiency Ratio | 10% | 66.4% | 63.9% | 61.4% | 63.72% | 10.36% |
| Revenue Growth – Non-Bank Lines | 10% | 5.0% | 10.0% | 15.0% | 17.89% | 15.00% |
| Comprehensive Fee Review | 10% | 5.0% | 10.0% | 15.0% | Target achieved | 10.00% |
| Total | 100% | — | — | — | Composite achievement | 132.0% |
| Burns STI Outcome | Value |
|---|---|
| 2024 Target Incentive ($) | $158,426 (prorated by role timing) |
| 2024 Payout Factor | 132% |
| 2024 Incentive Earned ($) | $209,123 |
Long-Term Incentive Awards – 2024 Grants and Structure
| Feature | Detail |
|---|---|
| Target Opportunity (% of Salary) | 55% |
| Retention Units (Time-based RSUs) | 2,866 units; 5-year ratable vesting (20% annually starting 2025) |
| Performance Units (PSUs) | 2,866 units; 3-year performance period (2024–2026), cliff vesting |
| Additional RSU Grant | 3,000 units (100% vest in 3 years from 5/21/2024) |
| PSU Metrics & Weights | Relative 3-year avg ROATCE (70%); Relative 3-year TSR (30%); Threshold 35th pct, Target 55th pct, Max 75th pct |
| Comparison Group | 37 regional banks (Mid-Atlantic/Northeast, assets $7.5–$30B) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 18,252 shares; less than 1% of shares outstanding |
| Unvested Time-based RSUs (12/31/2024) | 2,866 (5-year ratable); 3,000 (3-year cliff) |
| Unearned PSUs (12/31/2024) | 4,298 at maximum presentation for 2024 grant; 275 at target from prior grant |
| Stock Ownership Guidelines (EVP) | 1.5x base salary; includes unvested time-based RSUs; self-cure provision; evaluated annually |
| Hedging/Pledging | Hedging prohibited; pledging prohibited absent prior approval; insider trading policy in place |
| Section 16 Compliance | All officers/directors complied timely in 2024 |
| Pledging/Hedging by Burns | No pledging/hedging by Burns disclosed (policy); ownership table lists shares only |
Employment Terms
| Term | Burns Employment Agreement (May 2024) |
|---|---|
| Role & Base Salary Floor | EVP & CFO; annual base salary not less than $400,000 |
| Term & Auto-Renewal | Through January 1, 2026; auto-renews 1 year each Dec 31 absent 90-day notice |
| Bonus & Benefits | Eligible for performance bonus per policies; equity plans and executive benefits |
| Severance (No CIC) | Lump sum equal to greater of remaining term base salary or 6 months base salary upon termination without cause/for good reason (subject to release) |
| Non-Compete/Non-Solicit | 2 years post-termination; across geographies where NBT operates; similar/competitive services restricted |
| CIC Economics (Double Trigger) | 2.99x (annualized salary + average bonus of prior 3 years) upon termination within 24 months of CIC; benefits continued for 3 years; cutback based on “modified best net benefit” ($100k threshold for Burns) |
| Clawbacks | Incentive Compensation Recovery Policy and Supplemental Policy (3-year lookback) adopted Nov 2023; applies to EPS/TSR/financial measures |
Potential Payments (as of 12/31/2024, illustrative)
| Scenario | Severance ($) | Outstanding Equity ($) | Other Benefits ($) | Cutback ($) | Total ($) |
|---|---|---|---|---|---|
| Death/Disability | — | $507,450 | — | — | $507,450 |
| Resignation for Good Reason/Termination without Cause | $400,000 | $411,819 | — | — | $811,819 |
| Change in Control (Double Trigger) | $1,490,633 | $507,450 | $93,274 | $(567,690) (cutback) | $1,523,667 |
Performance & Track Record
- Company execution in 2024: net income $140.6M; EPS $2.97; ROAA 1.04%; ROATCE 13.75%; NPA/Assets 0.38% . Diversified fee income reached record levels; noninterest income increased $34.6M, representing ~30% of total revenues .
- Balance sheet and operating highlights: 2024 loan and deposit growth; three consecutive quarters of NIM improvement (pay program links to EPS, loan/deposit growth, efficiency, NCOs, and fee revenue) .
- Shareholder alignment: cumulative TSR value of $138.05 vs peer $130.96; Say‑on‑Pay approval 96.2% in 2024, signaling support for compensation framework .
Compensation Structure Analysis
- Strong pay-for-performance tilt: Burns’ STI paid 132% on a balanced scorecard with EPS, growth, efficiency, and credit quality metrics; LTI split 50% PSUs with 3-year relative ROATCE/TSR and 50% time-based RSUs for retention .
- Risk controls: robust clawbacks, hedging/pledging prohibitions, annual incentive risk assessment overseen by CRO/CHRO/CFO and reviewed by the Compensation Committee .
- Benchmarking: Executive TDC targeted near market median versus a peer group of regional community banks (assets $6.5–$28B), with Meridian as independent consultant .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Ownership vs. Guidelines | EVP guideline 1.5x base salary; includes unvested time-based RSUs. Compliance status for Burns not disclosed; required to hold after-tax vested equity until met . |
| Vested vs. Unvested | Unvested RSUs and PSUs disclosed; vesting schedules likely to create periodic supply as awards vest (subject to insider trading windows/policies) . |
| Pledging/Hedging | Prohibited; reduces misalignment and selling pressure risks . |
Investment Implications
- Alignment and incentives: Burns’ mix of STI/PSU metrics directly tie compensation to EPS, ROATCE, TSR, growth, efficiency, and credit quality—supporting disciplined performance, capital stewardship, and shareholder returns .
- Retention and CIC risk: Double-trigger CIC at 2.99x salary+bonus and full acceleration of time-based RSUs (with PSU treatment by performance period) is competitive; cutback mitigates excessive parachute risk. Near-term retention appears solid given auto-renewal and non-compete; watch vesting cliffs (2025–2029 RSUs; 2027 PSU outcomes) for potential trading supply windows subject to policy .
- Governance safeguards: Clawbacks, Section 16 compliance, hedging/pledging bans, and strong Say‑on‑Pay support reduce red flags and indicate investor confidence in pay design .
- Monitor execution: As CFO, Burns’ performance will be reflected in sustained ROATCE, NIM trajectory, fee growth durability, and credit outcomes; continued delivery on EICP metrics should maintain incentive payouts appropriately calibrated to shareholder value .