Heidi M. Hoeller
About Heidi M. Hoeller
Heidi M. Hoeller, 55, is an independent director of NBT Bancorp Inc. (appointed January 2022). She is a retired partner of PricewaterhouseCoopers LLP with 25+ years in audit/financial services, including serving as a financial services partner in PwC’s National Quality Organization; she is a CPA (NY) and member of the AICPA, a director of Preferred Mutual Insurance Company, and Vice Chair of the Utica University Board of Trustees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Audit Partner; Financial Services Partner, National Quality Organization | Nov 1993 – Jun 2019 | Led insurance-sector audits; financial reporting quality leadership; deep audit and control expertise |
External Roles
| Organization | Role | Public/Private/Non‑profit | Notes |
|---|---|---|---|
| Preferred Mutual Insurance Company | Director | Private | Current board service |
| Utica University | Vice Chair, Board of Trustees | Non‑profit | Current leadership role |
| AICPA | Member | Professional association | CPA licensed in New York |
Board Governance
- Independence: The Board determined all directors other than Watt, Kingsley, and Cantele are independent; Hoeller is independent under Nasdaq standards .
- Committees: Audit; Compensation & Benefits; Risk Management (member) .
- Financial Expert: The Board designated Hoeller an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
- Attendance: In 2024, the Board met 9 times and each incumbent director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive Sessions and Lead Independent Director: Independent directors meet at least twice annually in executive session; following Jack Webb’s retirement, Matthew J. Salanger will serve as Lead Director .
- Risk Oversight: Serves on the Risk Management Committee, which oversees ERM, risk appetite, operational/technology/cyber risks, compliance, and legal/regulatory matters .
Fixed Compensation (Director)
| Year | Component | Amount | Source/Notes |
|---|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $94,000 | Includes NBT Bancorp Board member retainer ($37,000), NBT Bank Board member retainer ($37,000), committee member retainers (Audit $7,500; Risk $7,500; Compensation & Benefits $5,000 total $20,000) . |
| 2024 | All Other Compensation | $0 | None reported for Hoeller . |
| 2024 | Total Cash | $94,000 | Sum of cash components . |
Fee schedule reference (as of 12/31/2024): Board Chair $64,500 cash + $20,500 RSU; Board Member $37,000 cash + $20,500 RSU (per Board); Committee Chair: Audit/Risk $15,000; Others $10,000; Committee Member: Audit/Risk $7,500; Others $5,000 .
Performance Compensation (Director Equity)
| Grant Year | Instrument | Grant Date | Grant-Date Fair Value | Vesting | Unvested Units at 12/31/2024 |
|---|---|---|---|---|---|
| 2024 | Restricted Stock Units (RSUs) | May 21, 2024 | $39,676 | 100% vesting one year after grant under the 2024 Plan | 1,515 units outstanding (aggregate across grants) |
- 2024 director RSUs were valued at a per-share fair market value of $37.15 on grant date; director awards vest 100% after one year .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company directorships | None disclosed beyond NBT; biography lists Preferred Mutual (private) and Utica University (non-profit) . |
| Compensation Committee interlocks | Company discloses no interlocking relationships requiring disclosure; Hoeller is a member of the Compensation & Benefits Committee . |
Expertise & Qualifications
- CPA (NY) with deep audit, insurance, and financial reporting expertise; designated audit committee financial expert by the Board .
- Skills matrix tags include accounting/finance, regulatory, legal, technology/cybersecurity, banking, human resources, risk management, non-profit, and public company board experience .
Equity Ownership
| As of | Beneficially Owned Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Feb 28, 2025 | 6,437 | <1% | From Security Ownership table; “less than one percent” indicated . |
| Dec 31, 2024 | Unvested RSUs: 1,515 | — | Director equity outstanding at year-end . |
- Stock ownership guidelines (updated Jan 2025): Non‑employee directors must hold stock equal to 5x the Annual Board Cash Retainer; unvested time‑based RSUs count toward compliance; until met, directors must retain net shares from vesting .
- Hedging/Pledging: Hedging is prohibited; pledging is prohibited except with pre‑approval (and margin pledging is prohibited) .
Related-Party/Conflicts Review
- Related party policy and Regulation O: Insider loans must be on non‑preferential terms; Board pre‑approval required for insider loans over $500,000; Audit Committee reviews potential conflicts .
- Transactions disclosed: Commissions paid to New York Central Mutual Fire Insurance Company (NYCM) where director V. Daniel Robinson II is Chair; no transactions disclosed involving Hoeller .
Governance Assessment
- Strengths: Independent director with audit committee financial expert designation; multi-committee service (Audit, Compensation & Benefits, Risk) enhances oversight across financial reporting, pay, and risk; strong attendance culture; clear clawback (incentive recovery) policies; robust stock ownership guidelines; hedging/pledging prohibitions .
- Potential Watch Items: Multi‑committee workload can concentrate influence and time demands; continued monitoring of any insurance‑sector relationships given industry experience, though no related‑party transactions involving Hoeller are disclosed .
Clawbacks and Pay Governance: The Board adopted Nasdaq‑compliant Incentive Compensation Recovery Policy (Nov 2023) and a supplemental misconduct‑based recovery policy; coverage includes equity/cash incentive compensation tied to financial reporting measures and TSR, with three‑year look‑back and no indemnification .
Say‑on‑Pay Context: 96.2% approval at the 2024 annual meeting indicates strong shareholder support for compensation practices generally, reinforcing governance credibility (board-wide signal) .