Martin A. Dietrich
About Martin A. Dietrich
Martin A. Dietrich, 69, is Chairman of NBT Bancorp’s Board (since May 2016). He served as President of NBT Bancorp (2004–2016), CEO (2006–2016), and President & CEO of NBT Bank (2004–2016); earlier he was President & COO of NBT Bank (1999–2003). He is identified with expertise in accounting/finance, regulatory, legal, technology/cybersecurity, banking, CEO leadership, HR, risk management, and corporate/non-profit governance; he is currently deemed independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NBT Bancorp Inc. | President | 2004–2016 | Led corporate strategy and operations |
| NBT Bancorp Inc. | Chief Executive Officer | 2006–2016 | CEO; oversaw enterprise performance |
| NBT Bank, N.A. | President & CEO | 2004–2016 | Led the bank franchise |
| NBT Bank, N.A. | President & COO | 1999–2003 | Operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Preferred Mutual Insurance Company | Director | Not disclosed | Current directorship |
| Norwich Building Tomorrow Foundation, Inc. | Director | Not disclosed | Current directorship (non-profit) |
| New York Bankers Association | Director (prior) | Not disclosed | Prior role |
Board Governance
- Board chair since May 2016; Kingsley is CEO, providing separation of roles; the Board cites benefits of having a former executive as Chair along with independent executive sessions and an independent Lead Director (transitioning to Matthew Salanger after Webb’s retirement) .
- Committee membership: Risk Management Committee member; the Risk Committee is chaired by Matthew J. Salanger and includes both independent and non-independent directors .
- Independence: The Board determined all directors except Watt, Kingsley, and Cantele are independent; Dietrich is not among the exceptions and is considered independent .
- Attendance: In 2024, the Board met nine times; each incumbent director attended at least 75% of aggregate Board and assigned committee meetings, and all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet at least twice annually; the Lead Director chairs these sessions .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual retainer (Chair, NBT Bancorp) | $64,500 cash; $20,500 RSUs | RSUs vest 100% one year after grant |
| Annual retainer (Chair, NBT Bank) | $64,500 cash; $20,500 RSUs | RSUs vest 100% one year after grant |
| Committee Chair fees | Audit $15,000; Risk $15,000; Other $10,000 | Not applicable to Dietrich (not a committee chair) |
| Committee member retainer | Audit/Risk $7,500; Other $5,000 | Dietrich is a Risk Committee member |
Director compensation (2024):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Martin A. Dietrich | 146,500 | 39,676 | 9,784 | 195,960 |
| Grant date details | RSU fair value based on $37.15 per share (May 21, 2024) | Includes $7,226 health/life premiums; $2,558 split-dollar life insurance | ||
Performance Compensation
| Equity Award Type | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|
| Director RSUs | May 21, 2024 | 100% vest after 1 year | None (time-based only) |
- No performance-based equity or incentive metrics apply to non-employee director compensation; RSUs are time-based .
Other Directorships & Interlocks
| External Entity | NBTB Director(s) with Roles | Interlock/Exposure |
|---|---|---|
| Preferred Mutual Insurance Company | Martin A. Dietrich (Director); Heidi M. Hoeller (Director) | Shared outside directorship (information flow tie; not a disclosed related-party transaction) |
| New York Central Mutual (NYCM) | V. Daniel Robinson II (Chairman, NYCM) | NBT Insurance Agency received $1,905,570 in commissions from NYCM in 2024 (ordinary course; disclosed related-party exposure) |
Expertise & Qualifications
- Skills: Accounting/Finance; Regulatory; Legal; Technology/Cybersecurity; Banking; CEO leadership; Human Resources; Risk Management; Corporate and Public Company Boards; Non-profit/Government .
- Board rationale: Past CEO leadership at NBT provides thorough knowledge of company operations and challenges .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Martin A. Dietrich | 116,425 | <1% | Includes 7,123 shares held by a trust with voting discretion |
| Unvested RSUs (12/31/2024) | 1,437 | — | Director RSUs outstanding |
Stock Ownership Guidelines (updated Jan 2025): Directors must hold stock equal to 5x annual Board cash retainer; ownership includes direct/indirect shares, unvested time-based RSUs, and plan holdings; hedging and pledging are prohibited (limited pledging only with pre-approval) .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | SEC URL |
|---|---|---|---|---|---|---|
| 2025-05-21 | 2025-05-20 | Award (A) | 1,032 | $0.00 | 110,334 | https://www.sec.gov/Archives/edgar/data/790359/000169000125000035/0001690001-25-000035-index.htm |
| 2024-12-16 | 2024-12-13 | Gift (G) | 2,000 | $0.00 | 109,302 | https://www.sec.gov/Archives/edgar/data/790359/000169000124000074/0001690001-24-000074-index.htm |
| 2024-05-22 | 2024-05-21 | Award (A) | 1,068 | $0.00 | 111,302 | https://www.sec.gov/Archives/edgar/data/790359/000169000124000046/0001690001-24-000046-index.htm |
| [Read via insider-trades skill output] |
Governance Assessment
- Independence and role separation: Dietrich is designated independent by the Board while serving as Chair; CEO and Chair roles are separated (Kingsley as CEO), with independent executive sessions and a Lead Director framework reinforcing oversight .
- Committee structure and effectiveness: Dietrich serves on the Risk Management Committee; independent chairs lead key committees (e.g., Salanger—Risk; Delaney—Comp & Benefits; Robinson—Nominating & Governance); Audit Committee has identified financial experts .
- Attendance and engagement: The Board held nine meetings in 2024; all incumbent directors met the 75% attendance threshold and all attended the 2024 Annual Meeting, signaling engagement .
- Director pay mix and alignment: Compensation consists of cash retainers and time-based RSUs; Board-level stock ownership guidelines raised to 5x annual cash retainer in 2025, and hedging/pledging prohibited—improving alignment .
- Shareholder feedback signal: Say-on-Pay support was strong at 96.2% at the 2024 meeting—supportive of compensation governance .
- Related-party exposure: Ordinary-course loans to directors/officers made on market terms; material commissions to NYCM (where a director is Chair) were disclosed and governed via policies/regulation (Reg O) and Audit Committee oversight .
RED FLAGS / Watch items
- Former CEO as Board Chair can raise independence optics; mitigants include explicit independence determination, a separate CEO, independent committee chairs, and executive sessions with a Lead Director .
- External interlocks: Multiple NBTB directors serving on Preferred Mutual’s board—monitor for potential information-sharing risks even without related-party transactions disclosed .
- Related-party transactions: NYCM commission income to NBT Insurance Agency while an NBTB director chairs NYCM—disclosed as ordinary course with safeguards; continue monitoring scale and terms .
Director Compensation Structure Details
| Item | 2024 Policy |
|---|---|
| Grant date for director RSUs | May 21, 2024; fair market value $37.15 per share; 100% vest after one year |
| Unvested RSUs outstanding (Dietrich) | 1,437 units at 12/31/2024 |
| Form of “All Other Compensation” (Dietrich) | Health/life insurance premiums ($7,226) and split-dollar life insurance ($2,558) |
Policies and Controls
- Clawback: Incentive Compensation Recovery Policy adopted Nov 2023 (Nasdaq Rule 5608; SEC 10D), with Supplemental Recovery Policy; applies to Covered Executives and certain employees; prohibits indemnification for recovered amounts .
- Insider trading: Comprehensive Insider Trading and Information Policy filed with 2024 10-K; no hedging or pledging of Company stock; restricted pledging only with pre-approval .
Related Party & Conflicts Procedures
- Audit Committee reviews potential conflicts; Reg O compliance requires insider credit on market terms and Board pre-approval for loans >$500,000; regular reporting of insider loans to the Board .
Summary Signal for Investors
- Governance structures (separate CEO/Chair, independent committees, strong ownership guidelines, and executive sessions) support board effectiveness; Dietrich’s deep company experience enhances oversight while independence determinations and Lead Director practices mitigate prior-executive optics .
- Continue monitoring interlocks (Preferred Mutual) and related-party activity (NYCM commissions) under existing policies to guard against conflicts impacting investor confidence .