V. Daniel Robinson II
About V. Daniel Robinson II
V. Daniel Robinson II (age 68) is an independent director of NBT Bancorp Inc., serving since May 2016 (NBT Bancorp) and since March 2008 on NBT Bank’s board. He is Chair of Nominating & Corporate Governance and a member of the Audit Committee. Robinson is Chairman of New York Central Mutual Fire Insurance Company (NYCM) and previously served as its President & CEO (2002–2022). He holds a bachelor’s degree in marketing from St. Bonaventure University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Central Mutual Fire Insurance Company (NYCM) | Chairman of the Board; President & COO (1993–1999); President & CEO (2002–2022) | Director since 1986; Chairman current | Led insurance operations; long-tenured leadership in regional insurance |
| A. Central Insurance Company (NYCM subsidiary) | President & CEO (2002–2022); Chairman of the Board | 2002–2022; current Chairman | Oversaw auto insurer subsidiary |
| A.F. Stager Independent Adjustors | Director; President (2018–Feb 2022) | Director since 1991; President 2018–Feb 2022 | Claims adjusting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bassett Health Care Network | Vice Chair, Board of Directors | Current | Health system governance |
| Excellus BlueCross BlueShield Utica Regional Advisory Board | Member | 2014–2022 | Regional advisory role |
| A.O. Fox Hospital (affiliate of Bassett) | Director | 2012–2016 | Hospital governance |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit. Not on Compensation & Benefits; Not on Risk Management .
- Independence: Board determined all directors except Watt, Kingsley, and Cantele are independent under Nasdaq; Robinson is independent .
- Attendance: Board held nine meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Audit Committee held four meetings in 2024; Nominating & Corporate Governance met three times in 2024 .
- Board leadership: Independent executive sessions at least twice annually; Lead Director transitioned from Jack Webb to Matthew Salanger upon Webb’s retirement .
Fixed Compensation
| Component | Amount (Cash) | Amount (Equity) | Notes |
|---|---|---|---|
| NBT Bancorp Inc. Board – Member retainer | $37,000 | $20,500 | RSUs vest 100% one year after grant |
| NBT Bank, N.A. Board – Member retainer | $37,000 | $20,500 | RSUs vest 100% one year after grant |
| Audit Committee – Chair | $15,000 | — | Not applicable to Robinson (member) |
| Risk Management Committee – Chair | $15,000 | — | Not applicable to Robinson |
| All Other Committees – Chair (e.g., Nominating & Corporate Governance) | $10,000 | — | Applicable to Robinson as Chair |
| Audit & Risk – Member retainer | $7,500 | — | Applicable to Robinson for Audit membership |
| All Other Committees – Member retainer | $5,000 | — | May apply in addition to chair fee per policy |
| Director | Fees Earned in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| V. Daniel Robinson II | 96,500 | 39,676 | — | 136,176 |
- 2024 director grants were made May 21, 2024 with per-share FMV $37.15; RSUs vest 100% one year from grant date .
Performance Compensation
| Grant Date | Award Type | Shares Granted | Grant FMV / Price | Vesting | Source |
|---|---|---|---|---|---|
| 2023-05-16 | Director RSU Award | 1,250 | $0 (Form 4) | 100% at 1-year | |
| 2024-05-21 | Director RSU Award | 1,068 | $37.15 FMV (proxy); $0 (Form 4) | 100% at 1-year | |
| 2025-05-20 | Director RSU Award | 1,032 | $0 (Form 4) | 100% at 1-year |
- The Company disclosed “no stock options or option-like instruments” granted to executives, directors, or employees for FY2024; timing of equity awards not tied to MNPI .
- Director equity for non-employee directors is time-vested RSUs; no performance metrics or options disclosed for directors .
Other Directorships & Interlocks
| Company/Institution | Public Company? | Role | Committee Roles |
|---|---|---|---|
| NYCM (insurance) | No | Chairman; former President & CEO | Board Chair |
| A. Central Insurance Company | No | Chairman; former President & CEO | Board Chair |
| Bassett Health Care Network | No | Vice Chair | Board leadership |
| A.F. Stager Independent Adjustors | No | Director; former President | — |
| Excellus BCBS Utica Advisory Board | No | Advisory Board Member | — |
| A.O. Fox Hospital | No | Director (former) | — |
- No current public-company boards disclosed for Robinson in the proxy .
- Compensation Committee reported no interlocking relationships requiring disclosure .
Expertise & Qualifications
- Skills identified: Accounting/Finance, Regulatory, Legal, Technology/Cybersecurity, Banking, CEO, Human Resources, Risk Management, Non-profit, Government, Corporate Board, Public Company Board .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership of NBTB common stock | 411,139 | Less than 1% of outstanding |
| Indirect: Shares held by NYCM | 387,558 | Robinson is Chairman and shares voting powers |
| Trust holdings | 4,231 | Robinson has voting discretion |
| Unvested director RSUs (as of 12/31/2024) | 1,437 | Outstanding awards total per director |
| Post-award direct position (after 2024 grant) | 19,042.63 | As reported on Form 4 (5/22/2024) |
| Post-award direct position (after 2025 grant) | 20,381.943 | As reported on Form 4 (5/21/2025) |
| Ownership guideline | Must own $1,000 aggregate book value of Company common stock | Company Bylaws requirement; Robinson’s holdings exceed requirement |
Insider Trades (Form 4/5)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2023-05-17 | 2023-05-16 | Award (RSU) | 1,250 | 0.00 | 17,656.737 | |
| 2024-02-14 | 2023-12-31 | Form 5 (year-end) | — | — | 537,558 (indirect) | |
| 2024-05-22 | 2024-05-21 | Award (RSU) | 1,068 | 0.00 | 19,042.63 (direct) | |
| 2024-09-13 | 2024-09-11 | Sale | 20,000 | 44.1013 | 517,558 | |
| 2024-09-13 | 2024-09-12 | Sale | 50,000 | 43.8432 | 467,558 | |
| 2024-09-17 | 2024-09-13 | Sale | 50,000 | 44.5842 | 417,558 | |
| 2024-09-17 | 2024-09-16 | Sale | 30,000 | 44.7829 | 387,558 | |
| 2024-12-13 | 2024-12-11 | Sale | 194 | 51.7028 | 18,848.63 (direct) | |
| 2025-02-14 | 2024-12-31 | Form 5 (year-end) | — | — | 387,558 (indirect) | |
| 2025-05-21 | 2025-05-20 | Award (RSU) | 1,032 | 0.00 | 20,381.943 (direct) |
Related Party Transactions and Conflicts
- NBT Insurance Agency, LLC received $1,905,570 in commissions during 2024 from NYCM, where Robinson is Chairman. The Company states insider loans and related transactions were made in the ordinary course, on substantially the same terms as for non-insiders, and without unfavorable features; insiders loans >$500,000 require Board pre-approval and are reported to the Board periodically .
- Audit Committee oversees related-person transactions per Charter; Regulation O requirements for insider credit are observed .
RED FLAG: Material related-party economic linkage via NYCM commissions to an NBT subsidiary may create perceived conflict risk, particularly given Robinson’s Chair role at NYCM and his chairmanship of NBT’s Nominating & Corporate Governance Committee .
Governance Assessment
- Positives: Independent director; chairs Nominating & Corporate Governance; active Audit member; strong attendance; clear governance policies and independent executive sessions; director pay aligned with peer median per independent consultant review; no options granted in FY2024 (reduces risk of option timing concerns) .
- Alignment: Significant beneficial ownership, including indirect holdings via NYCM and trust; ongoing annual RSU grants; complies with minimum ownership guideline .
- Watch items: The NYCM commission relationship is a standing related-party exposure; substantial indirect share sales in Sept 2024 reduced NYCM-held beneficial position from 537,558 at YE 2023 to 387,558 at YE 2024; investors should monitor for board-level handling of potential conflicts and continued independence rigor .