Ruth H. Mahoney
About Ruth H. Mahoney
Ruth H. Mahoney, 57, serves as Executive Vice President and President of Wealth Management; she joined NBT Bancorp in 2021 after senior roles at KeyBank including market president, regional retail executive, and private bank executive. She holds a Bachelor’s degree in Business Administration and Marketing from Marist College and from 2022–2024 also served as Regional President for the Capital District, North Country, and later Hudson Valley following the Salisbury acquisition . Company performance context for 2024: Net income $140.6 million, diluted EPS $2.97, ROAA 1.04%, ROAE 9.57%, ROATCE 13.75%, and NPA/Assets 0.38% . Long-term incentives are tied to three-year average ROATCE and relative TSR vs a 37-bank peer set, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NBT Bancorp | Regional President (Capital District & North Country; Hudson Valley added with Salisbury) | 2022–2024 | Regional leadership, integration and growth across expanded footprint . |
| KeyBank | Capital Region Market President; Hudson Valley/Metro NY Market President; Regional Retail Executive; Private Bank Executive | Not disclosed | Led multi-market growth and retail/wealth execution at a major regional bank . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regional Economic Council | Co-Chair | Not disclosed | Public-private regional development leadership . |
| Albany Medical Center | Board Member | Not disclosed | Health system governance and community impact . |
| NY State Teachers’ Retirement System | Trustee | Not disclosed | Oversight of a large public pension plan . |
| NY State Bankers Association | Board Member | Not disclosed | Industry policy and advocacy . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $425,372 | 2.5% increase vs. 2023 . |
| Pension (Defined Benefit Plan – Present Value) | $9,771 | Cash-balance plan; 2024 pay-based credit 1.5% and Company contribution $5,175 . |
| 401(k) & ESOP – Employer Contributions | $15,801 | Safe harbor + discretionary structure . |
| Life & Disability Insurance Premiums | $5,924 | Included in “All Other Compensation” . |
Multi-year compensation:
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Pension/Deferred Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 423,377 | 293,726 | 252,671 | 3,380 | 85,531 | 1,058,685 |
| 2023 | 414,997 | 181,966 | — | 3,542 | 103,832 | 704,337 |
| 2022 | 404,875 | 287,942 | 247,784 | 2,849 | 131,709 | 1,075,159 |
Deferred compensation activity:
| Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Balance 12/31/2024 ($) |
|---|---|---|---|
| 30,000 | 63,806 | 72,485 | 488,830 |
Performance Compensation
Short-term incentive (EICP) design and 2024 outcomes:
- Target as % of base salary: 45% Jan 1–May 21, 2024; 45% May 22–Dec 31, 2024 .
- 2024 achievement: Corporate scorecard 132% of target; individual performance did not reduce payout .
| Metric | Weight | Threshold (50%) | Target (100%) | Max (150%) | Actual 2024 | Weighted Attainment |
|---|---|---|---|---|---|---|
| EPS | 40% | $2.55 | $2.80 | $3.05 | $2.99 excl. $0.02 EPS acquisition costs | 55.20% |
| Loan Growth | 10% | 3.0% | 4.8% | 6.6% | 6.28% | 14.11% |
| Deposit Growth | 10% | 1.9% | 2.9% | 3.9% | 3.94% | 15.00% |
| Net Charge-offs Ratio | 10% | 0.40% | 0.25% | 0.10% | 0.18% | 12.33% |
| Efficiency Ratio | 10% | 66.4% | 63.9% | 61.4% | 63.72% | 10.36% |
| Non-banking Revenue Growth | 10% | 5.0% | 10.0% | 15.0% | 17.89% | 15.00% |
| Comprehensive Fee Review | 10% | 5.0% | 10.0% | 15.0% | Target achieved | 10.00% |
| Total | 100% | — | — | — | Composite 132% | 132.00% |
Individual payout:
| Metric | 2024 Target Incentive ($) | Actual Achievement | 2024 Incentive Earned ($) |
|---|---|---|---|
| EICP Payout | 191,417 | 132% | 252,671 |
Long-term equity awards (2024 grants):
| Award Type | Target Opportunity (% of Salary) | Units Granted | Vesting | Performance Metrics |
|---|---|---|---|---|
| Retention Units (RSUs) | 55% | 2,743 (granted 5/21/2024) | 20% annually over 5 years | N/A |
| Performance Units (PSUs) | 55% | 2,743 (granted 5/21/2024) | 3-year cliff (2024–2026) | Relative 3-year avg. ROATCE (70%) and relative 3-year TSR (30%); Threshold 35th, Target 55th, Max 75th percentile . |
| Additional RSUs | — | 3,000 (granted 5/21/2024) | 100% vest in 3 years | N/A |
Note: The Outstanding Equity table represents 2024 PSUs at maximum and 2023 PSUs at target (presentation basis), with final payout contingent on performance certification .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 28,392 shares; less than 1% of outstanding . |
| Shares Outstanding (reference) | 47,254,173 as of Feb 28, 2025 . |
| Unvested Time-Based RSUs (selected) | 2,743 (5/21/2024 retention, 5-year ratable) ; 3,000 (5/21/2024 3-year cliff) ; 2,361 (3/20/2023, 5-year ratable) ; 2,100 (8/30/2022, 3-year cliff) ; 1,761 (3/21/2022, 5-year ratable) . |
| Unearned Performance Units | 4,114 (2024 grant, shown at max) ; 2,951 (2023 grant, shown at target) . |
| Options | None; company does not grant stock options . |
| Ownership Guidelines | Other EVPs: 1.5x base salary; includes unvested time-based RSUs; prohibited hedging and pledging (limited pledge only with prior approval) . |
| Compliance Status (analytical) | Beneficial shares value ≈ $1.356 million at $47.76 year-end price, exceeding 1.5x salary (~$638k) based solely on beneficial holdings . |
Employment Terms
| Provision | Summary |
|---|---|
| Employment Agreement | All NEOs (including Mahoney) have active employment agreements . |
| Severance (Without Cause) | Base salary for remaining term, not less than 6 months . |
| Change in Control (CIC) Cash Severance | 2x base salary for Mahoney; continued life/health/dental/vision/LTC benefits for 2 years . |
| Equity Treatment – CIC | Time-based awards: full acceleration; Performance awards: full acceleration at target if less than half the performance period elapsed, otherwise based on actual (company-wide policy) . |
| Cutback (280G) | Modified best net benefit cutback to avoid excess parachute payments unless after-tax benefit is ≥$50k or $100k better without cutback (exec-specific thresholds) . |
Potential payments as of 12/31/2024:
| Scenario | Severance ($) | Outstanding Equity ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | — | 997,563 | — | 997,563 |
| Resignation for Good Reason / Termination Without Cause | 425,372 | 863,246 | — | 1,288,618 |
| Change in Control | 850,744 | 997,563 | 11,822 | 1,860,189 |
Governance, Policies, and Benchmarking
- Clawbacks: Nasdaq Rule 5608-compliant Incentive Compensation Recovery Policy (Nov 2023) covering restatements; Supplemental policy extends recovery to misconduct for non-covered employees; three-year lookback; no indemnification for recovered amounts .
- Hedging/Pledging: Hedging prohibited; pledging prohibited (margin) and otherwise restricted requiring prior approval .
- Say-on-Pay: 96.2% approval at 2024 annual meeting .
- Compensation Peer Group: 2024 benchmarking used 25+ mid-Atlantic/Northeast banks (assets $6.5–$28B), including Fulton Financial, Independent Bank Corp., OceanFirst, Provident Financial Services, WesBanco, and others .
- Consultant: Meridian Compensation Partners, independent, engaged 2022–2025 .
Compensation Structure Analysis
- Mix and Risk: TDC comprises base salary (fixed), EICP (annual at-risk cash), and LTIP split evenly between performance-based PSUs and time-based RSUs; no stock options, reducing re-pricing risk; clawbacks in place .
- 2024 STI Emphasis: EPS weight reduced from 50%→40% and strategic goals increased to 20% to prioritize fee income growth; composite payout at 132% reflects strong achievement across loan/deposit growth, fee initiatives, and operating efficiency .
- Ownership Alignment: Guidelines raised in Jan 2025; EVP requirement is 1.5x salary and includes unvested time-based RSUs; Mahoney’s beneficial holdings alone exceed requirement at year-end, plus significant unvested RSUs further reinforce alignment .
Risk Indicators & Red Flags
- No stock option grants in 2024 (or broader program), limiting option repricing risk .
- Formal clawback framework; hedging/pledging prohibited/restricted; insider trading policy on file as 10-K Exhibit .
- Section 16(a) filings compliant and timely for FY2024 (no reporting violations disclosed) .
- Cutback mechanism under 280G; no tax gross-ups disclosed for golden parachutes .
Equity Ownership & Vesting Details (Selected Grants)
| Grant Date | Type | Units | Vesting |
|---|---|---|---|
| 5/21/2024 | Retention RSUs | 2,743 | 20% annually 2025–2029 . |
| 5/21/2024 | PSUs | 4,114 displayed at max; 2,743 target grant | 3-year cliff (2024–2026) with ROATCE/TSR hurdles . |
| 5/21/2024 | RSUs | 3,000 | 100% vest after 3 years . |
| 3/20/2023 | Retention RSUs | 2,361 | 5-year ratable . |
| 3/20/2023 | PSUs | 2,951 displayed at target | 3-year performance . |
| 8/30/2022 | RSUs | 2,100 | 100% vest after 3 years . |
| 3/21/2022 | Retention RSUs | 1,761 | 5-year ratable . |
Investment Implications
- Alignment: Strong pay-for-performance architecture with 50% of LTI in PSUs tied to ROATCE and relative TSR, combined with elevated ownership guidelines and a significant beneficial share position support long-term shareholder alignment and reduced agency risk .
- Near-term supply dynamics: Multiple RSU tranches vesting over five years and three-year cliff awards could introduce periodic selling pressure; absence of options moderates event-driven dilution/re-pricing concerns .
- Retention/CIC economics: CIC terms are moderate (2x salary cash; full acceleration rules; benefits for 2 years), and without gross-ups, suggesting shareholder-conscious severance design while providing retention value; cutback provisions mitigate excess parachute risk .
- Performance momentum: 2024 scorecard overachievement (132%) driven by fee income growth (17.89%), loan/deposit expansion, and efficiency improvements aligns with higher STI payout; continued PSU realization depends on relative ROATCE/TSR vs peers through 2026, creating measurable performance gates for long-term value creation .