Timothy E. Delaney
About Timothy E. Delaney
Independent director of NBT Bancorp Inc. and Chair of the Compensation & Benefits Committee. Age 62; director of NBT Bancorp since 2011 and NBT Bank since 2006. President of The Wesson Group LLC since 2014; founder and former President of The Delaney Group, former EVP of Tetra Tech Construction, and former President of Tetra Tech Canada Construction. Identified skills: Accounting/Finance, Regulatory, Legal, Banking, CEO, Human Resources, Risk Management, Non-profit, Corporate Board. Board independence affirmed by NBT; Delaney is one of the independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wesson Group LLC | President | 2014–present | Business leadership in energy-related, heavy civil construction; brings operator perspective to board |
| The Delaney Group, Inc. | Founder and former President | Not disclosed | Built and led energy-related construction business; executive management experience |
| Tetra Tech Construction, Inc. | Former Executive Vice President | Not disclosed | Senior leadership in North American Renewable Construction division (TTEK subsidiary) |
| Tetra Tech Canada Construction | Former President | Not disclosed | Led Canadian construction operations (TTEK subsidiary) |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Delaney |
Board Governance
- Independence: Independent under Nasdaq standards (all directors except current/former executives Watt, Kingsley, Cantele). Independent directors meet in executive session at least twice annually; upon Webb’s retirement, Matthew J. Salanger serves as Lead Director.
- Attendance: Board met 9 times in 2024; each incumbent director attended at least 75% of board and committee meetings and all directors attended the 2024 annual meeting.
- Committee assignments:
- Chair, Compensation & Benefits Committee; Member, Risk Management Committee.
- Years of service: NBT Bancorp director since 2011; NBT Bank director since 2006.
| Committee | Role |
|---|---|
| Compensation & Benefits | Chair |
| Risk Management | Member |
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $96,500 |
| Stock Awards (RSUs) | $39,676 (grant-date fair value) |
| All Other Compensation | $880 |
| Total | $137,056 |
- Program structure (as of 12/31/2024): Annual retainers and committee retainers; director RSUs vest 100% one year after grant.
- Representative fee schedule (non-employee directors): NBT Bancorp Board member cash retainer $37,000; NBT Bank Board member cash retainer $37,000; Audit/Risk member retainers $7,500; other committee member retainers $5,000; Board Chairs receive $64,500 cash + $20,500 RSUs (per entity).
Performance Compensation (Director Equity)
| Award Type | Grant details | Vesting | Outstanding (12/31/2024) |
|---|---|---|---|
| Restricted Stock Units (RSUs) | Annual director grant under 2024 Plan | 100% after 1 year | 1,437 unvested RSUs |
| Options/PSUs | None disclosed for directors | — | Company states no option-like instruments granted in FY2024 |
Note: Director RSUs are time-based; performance-conditioned equity applies to executives, not non-employee directors.
Other Directorships & Interlocks
- Other public company boards: None disclosed for Delaney.
- Compensation Committee interlocks: Committee members (Delaney—Chair, Brown, Hoeller, Salanger, Webb); no interlocking relationships requiring disclosure.
- Ordinary-course insider lending: NBT Bank made loans to directors (including committee members) on market terms; no unfavorable features.
Expertise & Qualifications
- Identified by NBT: Accounting/Finance, Regulatory, Legal, Banking, CEO, Human Resources, Risk Management, Non-profit, Corporate Board.
- Chair experience on Compensation & Benefits Committee; committee is fully independent; uses an independent consultant (Meridian) with no conflicts identified.
Equity Ownership
| Ownership (2/28/2025) | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 50,882 | Less than 1% of shares outstanding |
| Included via trust (voting discretion) | 12,020 | Held by a trust where Delaney has voting discretion |
| Unvested RSUs (12/31/2024) | 1,437 | Director RSUs vest 100% after 1 year |
| Hedging/Pledging | — | Company prohibits hedging and margin pledging; other pledging requires prior approval. No Delaney pledging disclosed. |
Stock ownership guidelines (effective Jan 2025): Non-employee directors must own 5x annual board cash retainer; ownership includes direct, indirect, and unvested time-based RSUs (but excludes unvested performance units).
Governance Assessment
- Strengths
- Independent director with 14+ years on NBT Bancorp’s board and deep operator experience; chairs a fully independent Compensation & Benefits Committee.
- Strong say-on-pay support (96.2% approval at 2024 annual meeting), indicating shareholder alignment with compensation oversight.
- Robust clawback regime adopted (Rule 10D-1 compliant) plus supplemental misconduct recoupment; hedging prohibited and pledging restricted.
- Meaningful stock ownership: 50,882 shares (<1%); new director guideline set at 5x cash retainer, and company emphasizes meaningful director ownership.
- Watch items
- Related-party exposure: NBT Bank makes ordinary-course loans to directors (including Compensation Committee members) on market terms; while customary for banks, continued oversight is prudent.
- Industry interlock risk appears low: no other public company directorships disclosed for Delaney; no committee interlocks.
Related Party & Conflicts Check
- No Delaney-specific related-party transactions disclosed. Ordinary-course director/officer loans are on substantially the same terms as for non-related borrowers and did not involve more than normal risk.
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 96.2% support at 2024 annual meeting; board conducts annual advisory votes.
- Independent compensation consultant: Meridian; committee determined no conflicts.
Compensation Committee Analysis
| Attribute | Detail |
|---|---|
| Membership | T.E. Delaney (Chair), J.D. Brown, H.M. Hoeller, M.J. Salanger, J.H. Webb |
| Independence | All members independent under Nasdaq rules |
| Consultant | Meridian Compensation Partners (independent; no conflicts) |
| Scope | Oversees CEO/NEO, director pay; administers Omnibus Plans and clawbacks; met 5 times in 2024 |
Director Compensation Program Reference (Context)
| Fee Element | NBT Bancorp Board | NBT Bank Board | Notes |
|---|---|---|---|
| Chair – Cash Retainer | $64,500 | $64,500 | Plus $20,500 RSUs (each entity) |
| Member – Cash Retainer | $37,000 | $37,000 | Plus $20,500 RSUs (each entity) |
| Committee Member Retainer | $7,500 (Audit/Risk); $5,000 (other) | — | RSUs vest 100% after 1 year |
Attendance & Engagement
- 2024 Board meetings: 9; each incumbent ≥75% attendance; all directors attended annual meeting. Independent director executive sessions at least twice annually.
Risk Indicators & Policies
- Clawbacks: Incentive Compensation Recovery Policy (accounting restatements) and Supplemental Policy (misconduct) with 3-year lookback; no indemnification for recovered amounts.
- Insider trading: Policy covers directors, officers, employees; filed as exhibit to 2024 10-K.
- No option repricing/modification: Company did not grant options or similar instruments in FY2024.