John H. Watt, Jr.
About John H. Watt, Jr.
John H. Watt, Jr., 66, is a director of NBT Bancorp Inc. and served as President & CEO from 2016 to May 2024, then as Special Advisor through January 31, 2025; he became a director in December 2016 and sits on the Risk Management Committee. He holds a B.A. in political science from Rutgers University and a J.D. from the National Law Center at George Washington University, with 35+ years in financial services including roles at Alliance Bank and JPMorgan Chase .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NBT Bancorp Inc. | President & CEO; later Special Advisor | President & CEO: 2016–May 2024; Special Advisor: May 21, 2024–Jan 31, 2025 | Led commercial/consumer lending, credit administration, marketing; executive leadership during Salisbury acquisition integration |
| NBT Bank, N.A. | President | Prior to joining NBT Bancorp; executive leadership | Oversaw lending and bank operations functions |
| Alliance Bank, N.A. / Alliance Financial Corp. | EVP, commercial banking, investment management and operations; Director | Pre-2013 (company merged with NBT in 2013) | Board member at Alliance entities; contributed to pre-merger governance and operations |
| JPMorgan Chase & predecessors | Various roles | Prior to Alliance | Banking operations and leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| On Point for College (Syracuse, NY) | Director | Current | Community-focused governance |
| Foundation of The Episcopal Diocese of Central New York | Finance Committee member | Recent past | Financial oversight |
| Allyn Foundation | Finance Committee member | Recent past | Financial oversight |
| St. James Episcopal Foundation | Treasurer | Recent past | Governance and finance leadership |
| United Way of Mid Rural New York | Board member | Recent past | Community engagement |
Board Governance
- Independence: Not independent under Nasdaq rules due to prior employment with the Company (only Kingsley and Cantele also not independent) .
- Committee assignments: Member, Risk Management Committee (committee has eight directors; five independent; chaired by Matthew J. Salanger) .
- Attendance: During 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet at least twice annually; Lead Director role transitions from Jack Webb to Matthew Salanger upon Webb’s retirement .
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base salary | $615,969 (2024 pay as Special Advisor; mid-year reduction from $882,000 to $440,000 effective May 2024) | Reduction linked to CEO succession and transition to advisory role |
| Perquisites | $38,927 (vehicle use $7,857; club memberships $1,070; financial planning $30,000) | Reported within “All Other Compensation” |
| Split-dollar life insurance | Death benefit for beneficiary increased to $1,000,000 (via Split-Dollar Amendment) | Approved with transition arrangements |
| Benefits eligibility | Medical/dental, group life, long- & short-term disability during Transition Period | May 21, 2024–Jan 31, 2025 |
Performance Compensation
| Program | Eligibility/Grant | Metrics | Vesting |
|---|---|---|---|
| Short-Term Incentive (EICP) 2024 | Not eligible (EICP requires executive in designated position at period end; Watt resigned from CEO role) | Corporate scorecard (EPS 40%; loan growth 10%; deposit growth 10%; NCO ratio 10%; efficiency ratio 10%; revenue growth non-banking 10%; fee review 10%); composite achievement 132% of target for eligible NEOs | Payouts to eligible NEOs at 132% of target; no payout reduction for individual performance in 2024 |
| Long-Term Incentive 2024 | Retention RSUs only: 20,678 units granted May 21, 2024; no 2024 Performance Units for Watt | LTIP plan metrics (for participants with performance units): 3-year average ROATCE (70%) and 3-year relative TSR (30%) vs a 37-bank peer group | Retention RSUs vest ratably over 5 years (20% annually); performance units (where granted) vest on 3-year cliff subject to percentile outcomes |
| 2024 Stock awards fair value | $718,354 aggregate grant-date fair value (time-based RSUs) | Measured per ASC 718 |
Other Directorships & Interlocks
| Entity | Type | Relationship | Notes |
|---|---|---|---|
| Alliance Financial Corp. | Public (prior) | Former director | Merged into NBT in 2013 |
| NBT Insurance Agency LLC / NYCM | Commercial relationship | NBT Insurance received $1,905,570 in commissions from NYCM; director V. Daniel Robinson II is NYCM Chairman | Ordinary course; oversight under related-party policies; highlights board-level interlock exposure (not specific to Watt) |
Related-party and insider transaction controls: Loans to directors/officers made on market terms per Regulation O; >$500k loans require Board pre-approval with regular Board reporting .
Expertise & Qualifications
- Skills: Accounting/Finance, Regulatory, Legal, Technology/Cybersecurity, Banking, CEO leadership, Human Resources, Risk Management; corporate and public company board experience .
- Education: B.A., Rutgers University; J.D., George Washington University National Law Center .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 122,864 shares; <1% of shares outstanding (as of Feb 28, 2025) |
| Unvested time-based RSUs (12/31/2024) | 20,678 (2024 grant); 8,897 (2023); 5,942 (2022); 3,608 (2021); 2,165 (2020) |
| Unearned performance units (12/31/2024) | 11,121 from 2023 grant at target representation |
| 2024 stock vested | 20,630 shares; value realized $819,836 (includes 10,179 units deferred under plan) |
| Deferred compensation aggregate balance | $8,176,056 total at Dec 31, 2024 (includes executive contributions and company contributions; includes SERP/Deferred Plan earnings) |
| Dividends on deferred equity awards (2024) | $61,648 |
| Hedging/pledging | Hedging prohibited; pledging prohibited in margin accounts; other pledging requires prior approval |
| Ownership guidelines | Directors: 5x annual Board cash retainer (updated Jan 2025); unvested time-based RSUs count toward compliance |
Insider Trades
| Date | Type | Detail | Source |
|---|---|---|---|
| Oct 31, 2024 | Open-market sale | 20,000 shares at avg $45.4535; proceeds ≈$909,070; post-transaction direct holdings 143,101 shares; indirect 401(k) 6,156.128 shares | |
| May 28, 2025 | Open-market sale | 7,869 shares sold; post-transaction ownership 116,027 shares | |
| Aug 1, 2025 | Non-open-market disposition (Code “F”) | 42,067 shares withheld/disposed at $40.56 in same-day transactions; direct holdings decreased to 73,960 shares |
Fixed Compensation (Director) vs Executive
- 2024 Director fee schedule applies to non-employee directors; Watt did not appear in 2024 director compensation table, consistent with his employee/Special Advisor status through year-end .
Performance Compensation (Metric Detail)
| Metric | Weight | Threshold (50%) | Target (100%) | Max (150%) | 2024 Actual | Weighted Attainment |
|---|---|---|---|---|---|---|
| EPS | 40% | $2.55 | $2.80 | $3.05 | $2.99 (ex-acq. costs) | 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-offs | 10% | 0.40% | 0.25% | 0.10% | 0.18% | 12.33% |
| Efficiency Ratio | 10% | 66.4% | 63.9% | 61.4% | 63.72% | 10.36% |
| Non-banking revenue | 10% | 5.0% | 10.0% | 15.0% | 17.89% | 15.00% |
| Comprehensive fee review | 10% | Qualitative | Target achieved | Max | Target achieved | 10.00% |
| Total | 100% | — | — | — | Composite achievement | 132.0% |
Employment & Contracts
- Transition arrangement: Base salary $440,000; full-time employee benefits through Jan 31, 2025 .
- SERP amendment: Monthly retirement income benefit increased by $6,824 (Joint & 50% Survivor annuity, commencing per SERP terms) .
- Severance provisions: Eligible for cash severance only for job elimination under Severance Pay Plan; potential equity accelerations vary by scenario (e.g., full acceleration upon death/CIC for time-based awards; pro-rata target for performance awards under certain cases) .
Risk Indicators & Policies
- Clawbacks: Incentive Compensation Recovery Policy adopted Nov 2023 (SEC 10D compliance), covering 3 prior fiscal years; Supplemental clawback extends to non-covered employees in cases of misconduct .
- Hedging/pledging: Prohibited hedging; pledging restrictions as noted; insider trading policy filed with 2024 10-K .
- Say-on-Pay: 96.2% approval at 2024 annual meeting—a positive governance signal .
Governance Assessment
- Independence risk: Not independent due to recent executive employment; continued presence on Risk Management Committee increases need for robust executive-session practices and independent oversight .
- Alignment: Strong equity ownership (122,864 shares) and unvested RSUs indicate skin-in-the-game; director ownership guidelines tightened to 5x cash retainer in 2025 .
- Pay structure signals: 2024 LTI grant entirely time-based RSUs (no performance units) during transition period; paired with SERP enhancement and $1,000,000 split-dollar benefit may be viewed as retention/transition heavy rather than performance-tied for 2024 specifically .
- Related-party exposure: Board-level interlock with NYCM via director Robinson and NBT Insurance commissions; oversight exists via Audit Committee/Reg O policies (no specific Watt-related transactions disclosed) .
- Attendance and engagement: Meets attendance policy; Board maintains independent leadership (Lead Director) and executive sessions .
Overall: Watt brings deep banking and legal expertise with extensive institutional knowledge. The primary governance consideration is his non-independent status post-CEO tenure and the 2024 shift to time-based equity and enhanced retirement benefits during transition; robust clawbacks, hedging prohibitions, and stock ownership guidelines mitigate some alignment concerns .