Johanna R. Ames
About Johanna R. Ames
Independent director of NBT Bancorp Inc. since 2020; age 48 as of December 31, 2024. Former President of Ames Linen Service (2007–2023); currently an Operations Executive for ImageFirst Healthcare Linen Services. Board committees: Audit; Nominating & Corporate Governance. The Board classifies her as independent under Nasdaq standards; each incumbent director attended at least 75% of Board and committee meetings in 2024, and all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ames Linen Service | President | 2007–2023 | Operated woman-owned textile rental business in NBT’s markets |
| NBT Bank Southern Tier Advisory Board | Advisory Board Member | 2016–2020 | Regional market insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Guthrie Healthcare System, Inc. | Director | Not disclosed | Healthcare system board service |
| Excellus Central New York Regional Advisory Board | Advisory Board Member | Not disclosed | Health insurance regional advisory role |
| Cortland College Foundation | Immediate Past Chair, Board of Directors | Not disclosed | Higher-education foundation leadership |
| Colgate University Alumni Council | Member | Not disclosed | Alumni engagement |
| ImageFirst Healthcare Linen Services | Operations Executive (Investor) | Current | Private company role; no NBT related-party disclosure |
Board Governance
- Committees: Audit; Nominating & Corporate Governance. No chair roles disclosed for Ames .
- Independence: Board determined all directors except Kingsley (CEO), Watt (former CEO in 2024), and Cantele (former EVP) are independent; Ames is independent .
- Attendance and engagement: 2024 Board held nine meetings; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet at least twice annually; Lead Director transitioned from Jack Webb to Matthew Salanger upon Webb’s retirement .
- Governance practices: Independent committees and Lead Director; meaningful stock ownership guidelines; clawback policies adopted in 2023 for incentive compensation; prohibition on hedging and pledging (with limited prior approval for pledging) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $96,500 | Aggregate annual retainers and committee member retainers (not itemized by director) |
| Director Fee Schedule (as of 12/31/2024) | See notes | Member cash retainers: NBT Bancorp Board $37,000; NBT Bank Board $37,000; Audit & Risk committee member retainer $7,500; all other committees $5,000; Chairs have higher retainers |
Performance Compensation
| Equity Award Type | Grant Date | Grant-Date Fair Value | Shares/Units | Vesting |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) – Director annual grant | May 21, 2024 | $39,676 | Not disclosed per director; unvested RSUs outstanding shown below | 100% vest one year after grant date |
| Unvested RSUs Outstanding (as of 12/31/2024) | — | — | 1,437 | Director aggregate outstanding awards count |
Performance metrics: None disclosed for director equity; RSUs are time-based (no TSR/financial conditions for directors) .
Director Compensation Mix (2024)
| Type | Amount | Mix |
|---|---|---|
| Cash | $96,500 | 71% (derived from disclosed totals) |
| Equity (RSUs) | $39,676 | 29% (derived from disclosed totals) |
| Total | $140,384 | 100% |
Other Directorships & Interlocks
- No public company directorships disclosed for Ames. Her external roles are in healthcare systems/advisory boards and higher-education/nonprofit; no disclosed interlocks creating competitive conflicts with NBT’s banking operations .
Expertise & Qualifications
- Skills flagged by NBT: Accounting/Finance; Regulatory; CEO; Human Resources; Risk Management; Non-profit; Corporate Board. Prior operating leadership in regional markets; advisory board experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 209,697 shares | Includes trust holdings |
| Trust Holdings | 204,186 shares | Ames has voting discretion over trust shares |
| % of Shares Outstanding | ~0.44% | 209,697 / 47,254,173 shares outstanding (as of 2/28/2025) |
| Unvested Director RSUs | 1,437 | Outstanding at 12/31/2024 |
| Ownership Guidelines | 5x Annual Board Cash Retainer (directors) | Updated Jan 2025; unvested time-based RSUs count toward compliance; prior guideline was 5,000 shares |
| Hedging/Pledging | Prohibited; pledging requires prior approval | Applies to directors and employees |
Compliance signal: Her holdings far exceed the prior 5,000-share guideline; updated guideline is value-based at 5x cash retainer (compliance assessed annually) .
Potential Conflicts or Related-Party Exposure
- Related-party transactions: NBT Insurance Agency earned $1,905,570 in commissions from NYCM (Director V. Daniel Robinson II is Chairman); standard insider loans to directors/officers on market terms. No related-party transactions disclosed involving Ames .
- Insider loans policy: Loans to insiders must be on substantially the same terms as non-insiders; Board pre-approval required for loans >$500,000; summary report presented regularly to the Board .
Governance Assessment
- Independence and committee roles support Board effectiveness; Audit and Nominating & Corporate Governance assignments align with her finance/operational background .
- Attendance and engagement meet policy thresholds; presence at Annual Meeting indicates commitment .
- Ownership alignment strong: significant beneficial ownership, including trust voting control; hedging/pledging prohibitions reduce misalignment risk .
- Director pay structure balanced and modest relative to peers; Board review found alignment with peer median and made no changes in 2024 .
- Clawback infrastructure robust for executives; while not a director performance pay feature, it signals risk-aware compensation governance .
- Say-on-Pay endorsement high (96.2% in 2024), indicating positive shareholder sentiment toward compensation governance .
RED FLAGS:
- None disclosed specific to Ames. No related-party transactions; strong ownership; independent status; adequate attendance .
Quote signals:
- “All of our directors, other than Watt, Kingsley and Cantele, are independent.”
- “The restricted stock unit awards…vest 100% one year after the grant date.”