J. David Brown
About J. David Brown
J. David Brown, 57, is an independent director at NBT Bancorp Inc. (NBTB) serving since 2021; he is President & CEO of the Capital District YMCA (Albany, NY) since 2007, with prior service at the organization dating back to 1993. On NBT’s board, Brown brings executive leadership in the non-profit sector and Capital Region market knowledge; his designated skills include accounting/finance, regulatory, legal, banking, CEO, human resources, risk management, non-profit, government, corporate board, and public company board experience . Brown sits on the Audit Committee and the Compensation & Benefits Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital District YMCA (Albany, NY) | President & CEO | Since 2007; employed since 1993 | Led large regional non-profit; market knowledge for NBT |
| Saratoga National Bank | Director (prior) | Not disclosed | Regional banking oversight experience |
| NBT Bank Capital District Advisory Board | Director (prior) | Not disclosed | Advisory input for NBT’s Capital District |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siena College | Board of Trustees (member, prior) | Not disclosed | Higher-ed governance |
| Governor’s Regional Economic Council | Member (prior) | Not disclosed | Regional economic policy input |
| YMCA of the USA | Diversity & Inclusion Council (member, prior) | Not disclosed | National non-profit governance (DEI) |
Board Governance
- Committee assignments: Audit Committee member; Compensation & Benefits Committee member; no chair roles .
- Independence: The Board determined all directors serving on Audit and Compensation are independent under Nasdaq Rule 5605; Audit members are also independent under Exchange Act Section 10A(m)(3) . In addition, all directors other than Watt, Kingsley, and Cantele are independent; Brown is independent .
- Attendance and engagement: The Board held nine meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 Annual Meeting .
- Board leadership: CEO Scott A. Kingsley serves as CEO; Martin A. Dietrich is Board Chair; Lead Director role moves to Matthew J. Salanger upon Webb’s retirement .
- Risk oversight context: Risk Management Committee composition and mandate described; Brown is not a member of Risk .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned/paid in cash (2024) | $91,500 | Director-specific cash fees |
| RSU stock awards (grant-date fair value, 2024) | $39,676 | Issued May 21, 2024; per-share FMV $37.15 (ASC 718) |
| Total director compensation (2024) | $131,176 | Sum of cash + stock; no “all other” comp for Brown |
Director fee schedule (non-employee directors as of 12/31/2024):
| Role | Cash | RSUs |
|---|---|---|
| NBT Bancorp Inc. Board Chair | $64,500 | $20,500 |
| NBT Bank, N.A. Board Chair | $64,500 | $20,500 |
| Audit Committee Chair | $15,000 | — |
| Risk Committee Chair | $15,000 | — |
| Other Committee Chairs | $10,000 | — |
| NBT Bancorp Inc. Board Member | $37,000 | $20,500 |
| NBT Bank, N.A. Board Member | $37,000 | $20,500 |
| Audit & Risk Committee Member Retainer | $7,500 | — |
| Other Committee Member Retainer | $5,000 | — |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant-date FMV | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Director) | May 21, 2024 | Not disclosed (Brown’s unvested outstanding RSUs: 1,437) | $39,676 total (per-share FMV $37.15) | 100% vests one year after grant date | None; time-based RSUs (no PSU metrics disclosed) |
Policy context:
- No stock options or similar option-like instruments were granted to executive officers, directors, or employees in 2024; Board does not time awards around MNPI .
- Incentive recovery policies: A Supplemental Incentive Compensation Recovery Policy adopted Nov 2023 addresses misconduct-related restatements; primary clawback policy and conditions summarized, generally with three-year lookback; applies primarily to employees/NEOs .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Brown .
- Committee interlocks: The Compensation & Benefits Committee (including Brown) reported no interlocking relationships requiring disclosure under the Exchange Act .
- Related-party and insider lending: NBT Bank made loans to directors and committee members in the ordinary course, on market terms, without unfavorable features; insider loans >$500,000 require Board pre-approval; summary reports provided to the Board regularly .
Expertise & Qualifications
- Skills: Accounting/Finance; Regulatory; Legal; Banking; CEO; Human Resources; Risk Management; Non-profit; Government; Corporate Board; Public Company Board .
- Recognitions: Director of the Year (Association of YMCA Professionals); NYS Governor’s African American Community Distinction; 40 Elite Alumni and 40 Under Forty (Capital District Business Review) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| J. David Brown | 5,982 | <1% | As of Feb 28, 2025 |
| Unvested RSUs outstanding (Brown) | 1,437 | N/A | As of Dec 31, 2024 |
Stock ownership guidelines:
- Directors: prior requirement 5,000 shares; updated to 5x annual Board cash retainer (effective Jan 2025). Unvested time-based RSUs count toward ownership; hedging prohibited; pledging in margin accounts prohibited; other pledging requires prior approval .
- Compliance process: Annual review based on higher of year-end closing price or average closing price; hold-to-meet requirement for vested restricted stock until guidelines satisfied .
Observation:
- Brown meets prior 5,000-share guideline with 5,982 shares; updated guideline is value-based (5x cash retainer) and includes unvested time-based RSUs toward compliance; status reviewed annually .
Governance Assessment
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Strengths:
- Independent director with dual governance roles on Audit and Compensation—two high-impact oversight committees .
- Board-wide attendance thresholds met; Annual Meeting participation evidences engagement .
- Ownership alignment supported by RSU grants and updated, stricter stock ownership guidelines; hedging and pledging restrictions reduce misalignment risk .
- No compensation committee interlocks; insider lending controlled under Regulation O with Board pre-approval for larger exposures .
-
Potential risks/RED FLAGS:
- None disclosed specific to Brown; no related-party transactions noted for Brown; ordinary-course insider loans exist but are on market terms without unfavorable features .
- Director equity is time-based RSUs; absence of performance-conditioned director equity is common but offers less explicit pay-for-performance linkage for directors—mitigated by ownership guidelines .
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Implications for investor confidence:
- Brown’s placement on Audit and Compensation indicates trust in his oversight capacity; combined with independence and attendance, these are positives for board effectiveness .
- Ownership above the prior threshold and inclusion of unvested RSUs under new guidelines supports alignment; prohibitions on hedging/pledging reduce alignment risks .