Joseph R. Stagliano
Executive Vice President, President of NBT Bank, N.A. and Chief Information Officer at NBT BANCORP
Executive
About Joseph R. Stagliano
Senior Executive Vice President of NBT Bancorp and President of NBT Bank, N.A.; joined NBT in 1999 and advanced through Operations leadership before becoming CIO in 2006, adding Retail and Business Banking in 2016, and named President of Community Retail Banking in 2018; promoted to President of NBT Bank, N.A. in 2024 . Education: BS in business and public management (SUNY Polytechnic Institute) and Columbia Business School Executive Education Program; 30+ years in financial services . Age 55 as of December 31, 2023 . Recent performance context: 2024 EICP composite score achieved 132% of target with EPS of $2.99 (ex-acquisition costs), loan growth 6.28%, deposit growth 3.94%, net charge-off ratio 0.18%, efficiency ratio 63.72%, and non-banking revenue growth 17.89% . Long-term incentives are tied to three-year relative ROATCE (70% weight) and TSR (30%) vs a defined regional bank index with threshold/target/maximum set at 35th/55th/75th percentiles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NBT Bancorp | Executive VP; President, NBT Bank, N.A. | 2024–present | Leads Commercial & Business Banking, Retail Banking, Insurance, IT, and Operations; executive leadership transition and expansion of remit . |
| NBT Bancorp | Executive VP; President, Community Retail Banking | 2018–2024 | Integrated retail banking strategy and operations; aligned technology and customer experience . |
| NBT Bancorp | CIO; Executive Management Team | 2006–present | Elevated technology roadmap and operations; entered EMT in 2006 . |
| NBT Bancorp | Operations leadership | 1999–2006 | Built operational foundations prior to CIO promotion . |
| MetLife | Call center operations leadership | Pre-1999 | Customer service and call center leadership experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UHS Chenango Memorial Hospital | Board Chair | Current | Community healthcare governance leadership . |
| United Health Services, Inc. | Board Member | Current | Regional health system oversight . |
| Norwich Building Tomorrow Foundation, Inc. | Board Member | Current | Community development support . |
| Norwich City School District | Board of Education (past) | Prior | Education governance experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary paid ($) | $439,130 | $450,108 | $499,853 |
| Year-end base salary policy ($) | — | $450,108 (Jan 1, 2023 base) | $530,000 (Dec 31, 2024, post-promotion) |
| Employment Agreement minimum base ($) | — | — | $530,000 floor; auto-renewal to Jan 1, 2026 and annually thereafter |
Performance Compensation
Short-Term Incentive (EICP) – Targets and Outcomes
| Year | Target EICP (% of Base) | Target ($) | Achievement | Payout ($) |
|---|---|---|---|---|
| 2022 | 45% | $197,609 | 144% of target | $283,678 |
| 2023 | 45% | $202,549 | Below threshold; no payout | $0 |
| 2024 | 45% through May 21; 50% after May 22 (prorated) | $254,791 | 132% of target | $336,624 |
2024 EICP Scorecard – Corporate Metrics
| Metric | Weight | Threshold (50%) | Target (100%) | Max (150%) | Actual 2024 | Weighted Attainment |
|---|---|---|---|---|---|---|
| EPS | 40% | $2.55 | $2.80 | $3.05 | $2.99 (ex-acq. costs) | 55.20% |
| Loan Growth | 10% | 3.0% | 4.8% | 6.6% | 6.28% | 14.11% |
| Deposit Growth | 10% | 1.9% | 2.9% | 3.9% | 3.94% | 15.00% |
| Net Charge-offs | 10% | 0.40% | 0.25% | 0.10% | 0.18% | 12.33% |
| Efficiency Ratio | 10% | 66.4% | 63.9% | 61.4% | 63.72% | 10.36% |
| Non-banking revenue growth | 10% | 5.0% | 10.0% | 15.0% | 17.89% | 15.00% |
| Comprehensive fee review | 10% | 5.0% | 10.0% | 15.0% | Target achieved | 10.00% |
| Total | 100% | — | — | — | — | 132.0% |
Long-Term Incentive Plan (LTIP) – Grants and Vesting
| Grant Date | Award Type | Units | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 3/20/2023 | Retention RSUs | 3,379 | $105,830 | 5-year ratable (20%/yr) beginning 2024 | — |
| 3/20/2023 | Performance RSUs | 3,379 | $102,525 | 3-year performance (2023–2025), cliff after approval | Relative 3-yr ROATCE & TSR |
| 5/21/2024 | Retention RSUs | 3,680 | $127,843 | 5-year ratable beginning 2025 | — |
| 5/21/2024 | Performance RSUs | 3,680 | $126,438 | 3-year performance (2024–2026), cliff after approval | Relative 3-yr ROATCE (70%), TSR (30%) with 35th/55th/75th percentile thresholds |
No stock options are disclosed in Stagliano’s awards; equity is delivered via performance and retention RSUs .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 94,313 | 100,854 | 109,353 |
| % of shares outstanding | <1% | <1% | <1% |
| Outstanding Equity at FY-End 2024 | Count | Market Value ($) |
|---|---|---|
| Unvested time-based RSUs (5/21/2024) | 3,680 | $175,757 |
| Unearned performance RSUs (5/21/2024) | 5,519 | $263,587 |
| Unvested time-based RSUs (3/20/2023) | 2,704 | $129,143 |
| Unearned performance RSUs (3/20/2023) | 3,379 | $161,381 |
| Unvested time-based RSUs (3/21/2022) | 1,909 | $91,174 |
| Performance RSUs (3/21/2022) | 3,501 | $167,208 |
| Legacy LTIP (1/1/2012) | 1,000 | $47,760 |
- Stock ownership guidelines: updated Jan 2025—President of NBT Bank must hold 2x base salary; includes unvested time-based RSUs, with “self-cure” and retention of vested shares until compliant . Prior guidelines required 1.5x base salary for bank presidents; NEOs were compliant or on track as of year-end 2023 , and compliant/expected as of year-end 2022 .
- Hedging/pledging: Hedging prohibited; margin pledging prohibited; any other pledging requires prior approval from CEO/CFO/GC .
- Incentive recovery: Clawback/incentive recovery policy applies to NEOs for restatements and misconduct-related material noncompliance .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement term | Terminates at earliest of death/disability/cause/good reason/without cause or Jan 1, 2026; auto-extends one year each Dec 31 unless 90-day non-renewal notice . |
| Base salary floor | $530,000 minimum; subject to annual adjustments . |
| Non-compete & non-solicit | Customary covenants apply during term and for two years post-termination . |
| Severance (without cause) | Base salary for remaining term, not less than six months; quantified $437,783 in 2024 scenario . |
| Change-in-control (CIC) severance | Double trigger; 2.99x (base salary + 3-year avg actual bonus); continued benefits for 3 years; modified best-net-benefit cutback (no gross-up) with $100k threshold as of 2025 . |
| Equity vesting on CIC | Time-based RSUs full acceleration; performance RSUs: full at target if <50% of performance period elapsed; otherwise based on actual performance . |
| Deferred comp/SERP | No additional SERP benefit on CIC; deferred compensation per election; legacy balance evidenced (e.g., $948,767 aggregate balance as of FY2022) . |
| Section 409A | Six-month delay for key employees per 409A; CIC payments in installments per plan . |
Performance & Track Record
- Integration leadership: Led operational integration of Evans Bancorp—closed May 2; immediate systems conversion; opened 18 former Evans branches as NBT; added ~$1.7B loans, ~$1.9B deposits; realized majority of targeted 25% cost synergies; expanded accounts and digital users; onboarding of Evans executives into NBT .
- 2024 corporate performance: EICP composite 132% with balanced growth and credit metrics, efficiency improvement, and non-banking revenue expansion .
- 2023 corporate performance: EICP threshold not met (scorecard 38%); no STI payouts, reinforcing pay-for-performance .
Compensation Structure Analysis
- Mix shift and alignment: Equity delivered via RSUs/PSUs with five-year ratable vesting for retention units and three-year relative ROATCE/TSR performance for PSUs—aligns with TSR and profitability over multi-year horizon .
- EICP recalibration: 2024 increased strategic goal weight to 20% and reduced EPS weight to 40% to emphasize diversified revenue and strategic execution .
- Succession-driven changes: Mid-2024 promotion increased Stagliano’s base salary to $530,000 and raised his latter-year EICP target to 50%, prorated for the year .
- Share ownership standards raised in 2025: President of NBT Bank required 2x salary; inclusion of unvested time-based RSUs and mandatory retention of vested shares until guideline met .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 95.8% approval at 2023 annual meeting, indicating strong investor endorsement of compensation framework .
Equity Ownership & Pledging Details
- Beneficial ownership grew from 94,313 (2023) to 109,353 shares (2025), remaining under 1% of shares outstanding .
- Company prohibits hedging and margin pledging; any pledging requires prior approval, reducing misalignment risk .
Employment Terms – Severance Economics Snapshot
| Scenario (as of FY2024 tables) | Amounts |
|---|---|
| Terminated without cause (non-CIC) | Severance $437,783; equity acceleration of time-based RSUs; performance RSUs pro-rata at target; disability benefits $346,709 present value . |
| CIC double trigger | Severance $1,715,130; full acceleration of time-based RSUs; performance RSUs accelerated at target if <50% period elapsed; continued benefits for 3 years; modified best-net-benefit cutback policy (no excise gross-up) . |
Investment Implications
- Strong pay-for-performance alignment: 2023 zero STI payout when thresholds were missed and 2024 payout at 132% when scorecard exceeded target; LTI metrics (relative ROATCE/TSR) emphasize multi-year value creation vs peers .
- Retention and selling pressure: Five-year ratable RSU vesting creates annual supply; combined with policy requiring retention of vested shares until ownership guidelines are met, net selling pressure should be muted until guideline compliance is confirmed .
- Alignment safeguards: No excise tax gross-ups; hedging prohibited; pledging tightly restricted; clawbacks in place, reducing governance red flags .
- Change-in-control leverage: 2.99x CIC multiple with 3 years of benefit continuation indicates material retention value but potential payout leverage in a transaction; modified best-net-benefit cutback mitigates excessive parachute risks .
- Execution credibility: Stagliano’s leadership on Evans integration and rapid conversion with realized cost synergies supports operational execution confidence in near-term banking consolidation and growth initiatives .