Matthew J. Salanger
About Matthew J. Salanger
Matthew J. Salanger, age 69, is an independent director of NBT Bancorp Inc. (NBTB) since 2016 and a director of NBT Bank since 2011; he serves as Chair of the Board Risk Management Committee and, effective May 20, 2025, as Lead Director of the Board . He was the longest-serving President & CEO of United Health Services, Inc. (UHS) (2007–2017); prior roles include President & CEO of UHS Hospitals (1994–2017) and Senior Strategic Advisor (2018–2022) . He holds a BA from University at Albany (SUNY) and an MS in Hospital and Health Administration from Xavier University; he is a Fellow of the American College of Healthcare Executives and a licensed NYS nursing home administrator .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Health Services, Inc. (UHS) | President & CEO | 2007–2017 | Led regional health system; longest-serving CEO |
| UHS Hospitals (UHS Binghamton General, UHS Wilson Medical Center) | President & CEO | 1994–2017 | Operational leadership across hospital network |
| UHS, Inc. | Senior Strategic Advisor | 2018–2022 | Strategic guidance post-retirement |
| Binghamton University Council | Member | 2009–2023 | Public university governance |
| NYS Board of Examiners of Nursing Home Administrators | Appointee | Not specified | State regulatory oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UHS, Inc. & UHS Hospitals Boards | Director; Executive Committee member | Current | Healthcare governance roles (non-public) |
| Southern New York Indemnity Liability Company | Board Chair | Current | Liability insurer oversight |
| American College of Healthcare Executives | Fellow | Current | Professional credential |
Board Governance
- Independence: Board determined Salanger is independent under Nasdaq standards (only Watt, Kingsley, Cantele are not) .
- Lead Independent Director: Appointed Lead Director effective May 20, 2025, succeeding Jack Webb .
- Attendance: In 2024, Board held nine meetings; each incumbent director attended ≥75% of Board and assigned committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet at least twice annually without management .
- Risk oversight: Chairs Risk Management Committee, which oversees ERM, risk appetite, and operational risk domains .
- Committee assignments (2024–2025): Nominating & Corporate Governance (member), Audit (member), Compensation & Benefits (member), Risk Management (Chair) .
| Committee | Role |
|---|---|
| Risk Management | Chair |
| Audit | Member |
| Compensation & Benefits | Member |
| Nominating & Corporate Governance | Member |
Related-party and interlocks: Proxy reports no Compensation Committee interlocks requiring disclosure; insider loans to directors follow Regulation O and normal underwriting; disclosed related-party commissions involve NYCM and director Robinson, not Salanger .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned/Paid in Cash | 106,500 | Director & committee cash fees |
| Stock Awards (RSUs, grant-date fair value) | 39,676 | 2024 director RSU grants (May 21, 2024) |
| All Other Compensation | 2,298 | Dividends on deferred/RSU stock; per proxy definitions |
| Total | 148,474 | Sum of components |
Director fee schedule (as of Dec 31, 2024):
- Board Member Cash Retainer: $37,000; RSUs: $20,500 (each for NBT Bancorp and NBT Bank) .
- Committee Member Retainer: $7,500 (Audit & Risk); $5,000 (other committees) .
- Committee Chair Fees: Audit $15,000; Risk $15,000; other committees $10,000 .
- Director RSUs vest 100% one year after grant .
Performance Compensation
| Equity Award | Grant Date | Units | Vesting | Valuation |
|---|---|---|---|---|
| Director RSU (time-based) | May 21, 2024 | 1,437 | 100% one year after grant | Per-share FMV $37.15; total $39,676 |
- Non-employee director equity is time-based RSUs; no performance metrics attach to director awards per proxy (timing policies note no option-like grants) .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock |
|---|---|---|---|
| UHS, Inc.; UHS Hospitals | Healthcare system | Director; Executive Committees | None disclosed with NBT |
| Southern New York Indemnity Liability Company | Insurance | Board Chair | None disclosed with NBT |
| Public company boards | — | — | None disclosed for Salanger |
| Compensation Committee interlocks | — | Member | None requiring disclosure |
Expertise & Qualifications
- Healthcare operations and governance; executive leadership (CEO) .
- Risk management oversight; board chair experience .
- Education: BA (SUNY Albany), MS (Xavier University) .
- Professional: Fellow, ACHE; NYS nursing home administrator license .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Feb 28, 2025) | 26,034 shares | Less than 1% of outstanding |
| Unvested Director RSUs (Dec 31, 2024) | 1,437 units | Included in guideline-eligible time-based RSUs |
| Ownership Guidelines (Directors) | 5× annual Board cash retainer | Adopted Jan 2025; includes unvested time-based RSUs |
| Hedging/Pledging | Prohibited; pledging requires prior approval | Policy applies to directors |
Insider Trades
| Date | Filing/Type | Security | Quantity/Value | Notes |
|---|---|---|---|---|
| May 21, 2024 | Director RSU grant | RSUs | 1,437 units; $39,676 grant-date value | Reflected in director comp table |
| May 22, 2024 | Form 4 filed | NBTB | — | SEC Form 4 filed by Salanger for equity award |
| May 20, 2025 | Stock Award (Grant) | NBTB | Notional grant (price $0.00 per share) | Aggregator flag of director grant event |
Governance Assessment
- Strengths: Independent status; Lead Director role; multi-committee engagement including Audit and Compensation; consistent attendance; deep risk oversight as Risk Committee Chair — positive for board effectiveness and investor confidence .
- Alignment: Meaningful director equity via annual RSUs; robust stock ownership guidelines (5× cash retainer) and anti-hedging/pledging increase alignment .
- Pay practices: Director pay aligns with peer median; no changes made in 2024 following independent consultant review (Meridian); no option grants to directors; straightforward time-based RSUs .
- Shareholder signals: Strong Say-on-Pay support (96.2% in 2024); 2025 advisory vote shows substantial “For” vs “Against” counts, indicating continued support for compensation governance .
RED FLAGS and Monitoring:
- No related-party transactions disclosed involving Salanger; loans to directors follow Regulation O practices — low conflict risk currently .
- As Salanger holds external healthcare governance roles, continued monitoring for any emerging NBT transactions with UHS or the indemnity company is prudent, though none are disclosed at present .
- No pledging or hedging permitted; compliance with enhanced ownership guidelines reviewed annually by the Committee .
Notes:
- Director election results (May 20, 2025) confirm Salanger re-elected; Lead Director appointment and Audit Chair transition documented in 8-K .