Scott A. Kingsley
About Scott A. Kingsley
Scott A. Kingsley, age 60, is President & CEO of NBT Bancorp Inc. and a director since May 2024; he joined NBT in 2021 as EVP & CFO and is a CPA with a B.S. in Accounting from Clarkson University . Under his leadership, NBT delivered 2024 EPS of $2.97, ROAA of 1.04%, and ROATCE of 13.75% alongside noninterest income representing 30% of total revenues . Board independence is maintained via a separate Chair (Martin Dietrich) and Lead Director (Matthew Salanger from May 20, 2025), while Kingsley is classified as non‑independent given his CEO role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NBT Bancorp Inc. | EVP & CFO; President & CEO | 2021–2024 (CFO); May 2024–present (CEO) | Transitioned to CEO in May 2024; oversaw capital and performance metrics as CFO . |
| Community Bank System, Inc. | COO; CFO | 16 years | Senior operating and financial leadership at a public bank, aligning operational execution with financial discipline . |
| PricewaterhouseCoopers LLP | Early career | Not disclosed | Foundation in audit/assurance; technical rigor . |
| Carlisle Companies, Inc. | Financial/operational leadership roles | Not disclosed | Public industrial company experience; operational breadth . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New York Central Mutual Insurance (NYCM) | Director; Audit Committee member | Not disclosed | Insurance sector insight; Board-level audit oversight . |
| Clarkson University | Board of Trustees; Audit Committee member | Not disclosed | Governance and financial oversight at alma mater . |
Fixed Compensation
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Change in Pension Value ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 512,500 | 376,793 | 348,500 | 3,289 | 110,563 | 1,351,645 |
| 2023 | 525,313 | 255,960 | — | 4,060 | 78,934 | 864,267 |
| 2024 | 690,841 | 628,585 | 669,954 | 157,092 | 291,283 | 2,437,755 |
- Base salary increased mid‑year on succession to $800,000 as of Dec 31, 2024 (52.3% YoY) .
- All Other Compensation (2024) included: employer 401(k)/ESOP contributions $15,801, life/disability premiums $5,199, perquisites $14,283, and discretionary deferred compensation contribution $256,000 .
Performance Compensation
Annual (Short-Term Incentive, EICP) design and targets
| Period | Target EICP (% of Base) | Notes |
|---|---|---|
| Jan 1–May 21, 2024 | 45% | Pre-succession period. |
| May 22–Dec 31, 2024 | 75% | Post-succession CEO period. |
| Metric | Weight | Threshold (50%) | Target (100%) | Max (150%) | Actual 2024 | Weighted Attainment |
|---|---|---|---|---|---|---|
| EPS | 40% | $2.55 | $2.80 | $3.05 | $2.99 (excl. $0.02 EPS acquisition costs) | 55.20% |
| Loan Growth | 10% | 3.0% | 4.8% | 6.6% | 6.28% | 14.11% |
| Deposit Growth | 10% | 1.9% | 2.9% | 3.9% | 3.94% | 15.00% |
| Net Charge-off Ratio | 10% | 0.40% | 0.25% | 0.10% | 0.18% | 12.33% |
| Efficiency Ratio | 10% | 66.4% | 63.9% | 61.4% | 63.72% | 10.36% |
| Non-Banking Revenue Growth | 10% | 5.0% | 10.0% | 15.0% | 17.89% | 15.00% |
| Comprehensive Fee Review | 10% | 5.0% | 10.0% | 15.0% | Target achieved | 10.00% |
| Total | 100% | — | — | — | Composite 132% of target | 132.0% |
| Named Executive | 2024 Target Incentive ($) | Actual Achievement | 2024 Incentive Earned ($) |
|---|---|---|---|
| Scott A. Kingsley | $507,541 (prorated) | 132% | $669,954 |
Long-Term Incentive (Equity)
| Feature | Design |
|---|---|
| Mix | 50% Performance Units (3-year cliff); 50% Retention RSUs (5-year ratable) |
| Metrics | 3-year average ROATCE (70%) and 3-year relative TSR (30%) |
| Goals | Threshold 35th percentile; Target 55th; Max 75th (relative to 37-bank comparison group) |
| Grant Authority | Committee may delegate grants to non-executives; authority delegated to Kingsley under 2024 Plan (within defined limits) |
2024 Grants (May 21, 2024):
| Executive | Target Opportunity (% of Salary) | Retention Units (#) | Performance Units (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Scott A. Kingsley | 90% | 9,097 | 9,097 | $316,030 (RSUs) ; $312,555 (PSUs) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 37,308 shares (Feb 28, 2025); <1% of outstanding . |
| Ownership as % of Shares Outstanding | ~0.08% (37,308 ÷ 47,254,173) based on Feb 28, 2025 outstanding shares . |
| Outstanding Unvested RSUs (12/31/2024) | 9,097 units; market value $434,473 (at $47.76) . |
| Outstanding Unearned PSUs (12/31/2024) | 13,645 max units; market value $651,685 (at $47.76) . |
| Vested in 2024 | 3,740 shares vested; $155,865 value realized . |
| Options | Company did not grant stock options or similar instruments in 2024; no option overhang . |
| Ownership Guidelines | CEO must hold 4x base salary; includes unvested time-based RSUs; hold‑until‑compliant policy . |
| Hedging/Pledging | Hedging prohibited; pledging restricted and subject to pre-approval; margin pledging banned . |
| Clawbacks | Nasdaq Rule 5608‑compliant incentive recovery; supplemental policy for misconduct; 3‑year lookback . |
Employment Terms
| Provision | Detail |
|---|---|
| Agreement Term | Kingsley Employment Agreement terminates at earliest of death, disability, cause, resignation (incl. for Good Reason), termination without cause, or Jan 1, 2026; auto‑renews annually unless 90‑day notice . |
| Base Salary | $800,000, not less than $800,000; bonus eligibility per role grade and Company policies . |
| Non‑Compete/Non‑Solicit | Customary covenants during term and for 2 years after expiration/termination . |
| SERP | Supplemental retirement benefits to restore tax‑limited plan benefits; payments begin upon later of age 62, 7 months post‑termination, or elected date; funded to trust on change‑in‑control . |
| CIC & Severance | Kingsley eligible for 2.99x (base + 3‑year average actual bonus) and 3 years of benefits under CIC scenario; time‑based equity fully accelerates; PSUs accelerate per plan rules; modified best‑net benefit (cutback if below safe harbor unless after‑tax better by $100k/$50k threshold) . |
| Potential Payments (12/31/2024) | CIC total $4,521,264, including severance $2,857,917; equity $1,575,173; SERP $10,454; other benefits $77,720 . |
Board Governance
- Role and independence: Kingsley is CEO and a director; Board determined he is not independent .
- Structure: Separate Chair (Dietrich); Lead Director transitioned to Salanger on May 20, 2025 .
- Committee membership: Risk Management Committee member; not on Audit or Compensation .
- Attendance and sessions: In 2024, all directors attended ≥75% of Board/committee meetings; independent directors meet in executive session at least twice annually .
Director Compensation (context)
- Non‑employee director fee schedule (cash retainer and RSUs; one‑year vest): Board Chair $64,500 cash/$20,500 RSUs; Members $37,000 cash/$20,500 RSUs; Committee Chairs/Members incremental retainers .
- 2024 director RSU grants valued using $37.15 per share; unvested RSU counts disclosed by director .
Compensation Peer Group & Governance
- Peer group used for 2024 TDC and performance benchmarking includes 30+ regional banks (e.g., Eastern Bankshares, Fulton Financial, WesBanco, OceanFirst, Tompkins, etc.) .
- Target positioning: Committee generally sets TDC around market median; uses independent consultant Meridian with no conflicts .
- Say‑on‑pay: 96.2% approval at 2024 annual meeting; 2025 advisory vote “For” 30,615,077; “Against” 965,115; “Abstain” 206,453; broker non‑votes 6,340,124 .
Performance & Track Record
| Metric (FY 2024) | Value |
|---|---|
| Net Income ($mm) | $140.6 |
| Diluted EPS | $2.97 |
| ROAA | 1.04% |
| ROAE | 9.57% |
| ROATCE | 13.75% |
| NPA / Assets | 0.38% |
| Noninterest Income | Increased $34.6mm (24.4%); 30% of total revenues |
2024 highlights include margin stabilization, loan and deposit growth, record fee income, and improved capital ratios amid an inverted yield curve and rate volatility .
Related Party / Interlocks
- Kingsley serves on NYCM’s Board; NBT director V. Daniel Robinson II is Chairman of NYCM, indicating board‑level interlocks that warrant ongoing monitoring for potential conflicts .
Investment Implications
- Pay‑for‑performance alignment: STI scorecard links to EPS, growth and risk metrics; LTI metrics focused on ROATCE and relative TSR with three‑year horizons, supporting long‑term value creation .
- Retention and supply overhang: Five‑year RSU vesting and three‑year PSUs create a steady cadence of potential share releases; 2024 vesting was 3,740 shares ($155,865), with 9,097 RSUs and up to 13,645 PSUs outstanding as of year‑end .
- Governance safeguards: Prohibitions on hedging and pledging, enhanced stock ownership guidelines (CEO 4x salary, includes unvested time‑based RSUs), and robust clawback policies help mitigate misalignment risk .
- M&A economics: CIC provisions (2.99x base + bonus and full acceleration conditions) imply meaningful CEO economics in a transaction; modified best‑net‑benefit cutback limits tax gross‑up concerns .
- Oversight considerations: CEO sits on Risk Management Committee and holds delegated grant authority for non‑executive equity under the 2024 Plan, reinforcing operational oversight but requiring vigilant independent committee governance to avoid incentive design conflicts .
- Shareholder support: Strong say‑on‑pay approvals (96.2% in 2024; robust 2025 vote) indicate investor confidence in compensation design and performance alignment .