Richard J. Cantele, Jr.
About Richard J. Cantele, Jr.
Independent director? No — the Board determined he is not independent because he is a former Executive Vice President, Strategic Integration at NBT Bancorp Inc. Age 65 (as of Dec 31, 2024); director since 2023; serves on the Risk Management Committee. Education: B.S. in Finance (Fairfield University) and graduate of the Stonier Graduate School of Banking. Background: 40+ years in banking; former President & CEO of Salisbury Bancorp, Inc./Salisbury Bank and Trust Company until its 2023 merger with NBT.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salisbury Bank and Trust Company | Joined the bank | 1981 | Long-tenured leadership in community banking |
| Salisbury Bancorp, Inc. | Executive Officer | 2001–2023 | Executive leadership at the holding company |
| Salisbury Bank and Trust Company | Executive Officer | 1989–2023 | Executive leadership at the bank |
| Salisbury (Bank + Holding Co.) | President & COO | 2005–2009 | Operational leadership |
| Salisbury (Bank + Holding Co.) | President & CEO | 2009–2023 | Chief executive until merger with NBT |
| NBT Bancorp Inc. | Executive Vice President, Strategic Integration | Not disclosed (post-merger, pre-directorship) | Led integration following Salisbury merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sharon Hospital | Director | Since 2017 | Governance oversight |
| Sharon Hospital | Chairman of the Board | Since 2020 | Board leadership |
Board Governance
- Committee assignments: Risk Management Committee member; not a chair.
- Independence: Not independent (former EVP Strategic Integration at NBT).
- Attendance and engagement: Board met 9 times in 2024; each incumbent director attended ≥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 transitioned to Matthew J. Salanger upon Jack Webb’s retirement.
- Risk oversight: Risk Management Committee (8 directors; 5 independent) oversees ERM, risk appetite, and operational risk domains (information security, vendor management, etc.).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $64,426 | Director cash compensation earned in 2024 |
| Stock Awards (2024) | $28,090 | Aggregate grant-date fair value of RSUs; pro-rata grant Aug 17, 2024 |
| All Other Compensation (2024) | $8,939 | Health/life insurance premiums earned as an employee prior to retirement |
| Total (2024) | $101,455 | Sum of cash, equity grant-date fair value, other compensation |
Director fee schedule (as of Dec 31, 2024):
| Role | Cash | RSUs |
|---|---|---|
| NBT Bancorp Inc. Board – Chair | $64,500 | $20,500 |
| NBT Bank, N.A. Board – Chair | $64,500 | $20,500 |
| Audit Committee Chair | $15,000 | — |
| Risk Committee Chair | $15,000 | — |
| Other Committee Chair | $10,000 | — |
| NBT Bancorp Inc. Board – Member | $37,000 | $20,500 |
| NBT Bank, N.A. Board – Member | $37,000 | $20,500 |
| Audit/Risk Committee Member Retainer | $7,500 | — |
| Other Committee Member Retainer | $5,000 | — |
Performance Compensation
| Grant Type | Grant Date | Units | Vesting | Grant Value Basis |
|---|---|---|---|---|
| Director RSU (pro-rata) | Aug 17, 2024 | 622 unvested as of Dec 31, 2024 | 100% vests one year after grant | Per-share market value at grant $45.16 |
| Annual Director RSU | May 21, 2024 | Company-wide director grant (Cantele received pro-rata later) | 100% one-year cliff | Per-share fair value $37.15 |
- Director equity awards are time-based only; no performance metrics tied to director RSU vesting were disclosed.
- Company does not grant stock options to executives/directors; no option timing policies apply.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in NBT’s proxy for Cantele |
| Private/non-profit boards | Sharon Hospital (Director; Chairman); community leadership |
| Interlocks | No interlocking relationships requiring disclosure; committee interlocks report notes none among Compensation Committee members/NEOs |
| Related-party exposures | Insider loans permitted only on market terms per Regulation O; no unfavorable features; ongoing board-level reporting of insider loans ≥$500k. No Cantele-specific related party transactions disclosed. |
Expertise & Qualifications
- Skills and qualifications identified: Accounting/Finance; Regulatory; Legal; Technology/Cybersecurity; Banking; CEO; Human Resources; Risk Management; Non-profit; Government; Corporate Board; Public Company Board.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 59,133 shares; <1% of outstanding | As of Feb 28, 2025; percent “less than one percent” |
| Unvested RSUs | 622 | As of Dec 31, 2024 |
| Stock ownership guidelines (Directors) | 5x annual Board cash retainer | Revised Jan 2025 |
| Annual Board cash retainer (member) | $37,000 | NBT Bancorp Inc. Board |
| Illustrative holdings value at 12/31/2024 price | ~$2,826,000 (59,133 × $47.76) | Using closing price $47.76 on Dec 31, 2024 |
| Hedging/pledging | Hedging prohibited; pledging in margin accounts prohibited; any other pledging requires prior approval | Company-wide policy |
Note: Ownership guideline compliance is evaluated by the Committee annually; guidelines include unvested time-based RSUs. Based on disclosed share count and the Dec 31, 2024 price, indicative holdings value substantially exceeds 5× the $37,000 retainer.
Governance Assessment
- Independence: Red flag — not independent due to former executive role (EVP, Strategic Integration). This can affect perceived board objectivity on management oversight.
- Committee effectiveness: Active member of the Risk Management Committee overseeing ERM, risk appetite, and operational risk domains; committee has independent majority and clear chartered responsibilities, which supports robust risk governance.
- Attendance and engagement: Met ≥75% attendance threshold and attended the 2024 Annual Meeting, indicating baseline engagement.
- Compensation alignment: Director pay mix is moderate with cash retainers plus time-based RSUs vesting after one year; absence of option awards reduces risk of value-timing concerns.
- Ownership alignment: Strong “skin-in-the-game” — 59,133 shares beneficially owned; guidelines strengthened in 2025 to 5× cash retainer; hedging/pledging restrictions in place.
- Conflicts/related-party exposure: No Cantele-specific related-party transactions disclosed; insider lending governed by Regulation O on market terms with board oversight — mitigates conflict risk.
- Say-on-Pay signal (context): Broad shareholder support for executive pay program (96.2% approval in 2024) indicates general investor confidence in compensation governance, though this is an executive program signal rather than director-specific.
RED FLAGS
- Not independent director status due to recent executive role with NBT.
Data Appendix References
- Biography and skills:
- Independence and executive sessions:
- Committee membership table; Risk Committee chair/members:
- Attendance:
- Director compensation table and RSU vesting terms:
- Unvested RSUs (director totals):
- Beneficial ownership (directors):
- Ownership guidelines; hedging/pledging policies:
- Outstanding equity price reference ($47.76 at 12/31/2024):
- Related-party transactions policies and note: