NBT BANCORP INC. (NASDAQ:NBTB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
CEO Succession
On December16, 2016, in accordance with previously announced
succession plan of the Board of Directors (the Board) of NBT
Bancorp Inc. (the Company), the Board appointed John H. Watt, Jr.
as President and Chief Executive Officer of the Company effective
December19, 2016. Effective December19, 2016, Martin A. Dietrich
will retire as President and Chief Executive Officer of the
Company. Mr.Dietrich will remain Chairman of the Board. A copy of
the press release announcing Mr.Dietrichs retirement and Mr.Watts
appointment is filed with this Current Report on Form 8-K as
Exhibit 99.1, and is incorporated herein by reference.
Appointment of New Directors
On December16, 2016, the Board increased the size of the Board to
fourteen directors, and appointed Mr.Watt, V. Daniel Robinson II,
Matthew J. Salanger and Andrew S. Kowalczyk III to fill the
vacancies. In addition, Messrs. Watt, Robinson, Salanger and
Kowalczk were each appointed to the board of the Companys
wholly-owned subsidiary NBT Bank, N.A. (the Bank), on which
Messrs. Robinson, Salanger and Kowalczyk previously served as
directors prior to resigning in early 2016. Messrs. Watt,
Robinson, Salanger and Kowalczk will each hold office until the
Companys 2017 annual meeting of shareholders, or until a
successor of each such director is elected and qualified.
Mr.Watt, 58, joined the Company and the Bank in 2014 to lead the
Banks expansion into Maine and establish a regional headquarters
in Portland. Since joining the Company, his role has expanded to
provide executive leadership for credit administration, consumer
lending, marketing and product development. He was promoted to
executive vice president and joined the Companys executive
management team in 2015, and as described above, was appointed
President and Chief Executive Officer of the Company effective
December19, 2016. Mr.Watt has over thirty years of experience in
financial services. Prior to joining the Company, he was
executive vice president of commercial banking, investment
management and bank operations at Alliance Bank, N.A. He was also
a member of the board of directors for Alliance Bank and Alliance
Financial Corporation, which merged with the Company in 2013.
Previously, he was employed by JP Morgan Chase and its
predecessors. He is a graduate of Rutgers University with a
bachelors degree in political science and earned his Juris Doctor
from The National Law Center at George Washington University.
Mr.Robinson, 60, has served on the Board of Directors of New York
Central Mutual Fire Insurance Company (NYCM) since 1986 and was
appointed as President and Chief Executive Officer in 2002. He
also serves as president, chief executive officer and a board
member of automobile insurer A. Central Insurance Company, a
subsidiary of NYCM since 1999. He serves as director and vice
president of A.F.Stager Independent Adjustors, since 1991 and
1999, respectively. Mr.Robinson has served as chairman of the
Motor Vehicle Accident Indemnification Corporation, where he
currently serves as a board member. He was appointed by former
New York Governor George Pataki to the States Motor Vehicle Theft
and Insurance Fraud Prevention Board. He has served on the Board
of A.O.Fox Hospital Board since 2012 and was named Chairman of
the Board in May of 2016. He is a member of the Excellus
BlueCross BlueShield Board of Directors and the Utica College
Advisory board since 2014 and 2006, respectively. In 2016,
Mr.Robinson was appointed as a board member on the Thurston Board
(Bassett Health Care Network). Robinson earned his bachelors
degree in marketing from St. Bonaventure University. He was
appointed to the Banks board in March 2008 and completed his
first term of service in May 2016.
Mr.Salanger, 61, has served as president and chief executive
officer of United Health Services, Inc. (UHS) since 2007. He also
continues to serve as president and chief executive officer for
UHS Hospitals, including UHS Binghamton General Hospital and UHS
Wilson Medical Center, a position he was appointed to in March
1994. Mr.Salanger is a fellow of the American College of
Healthcare
Executives, is a member of the Binghamton University Council and
recently completed his appointment by New York State Governor
Patterson on the States Board of Examiners of Nursing Home
Administrators. He earned his bachelor of arts degree at the
University at Albany/SUNY and his masters degree in hospital and
health administration at Xavier University. He was appointed to
the Banks board in January 2011 and completed his first term of
service in May 2016.
Mr.Kowalczyk, 59, is an attorney and partner at Kowalczyk, Deery
Broadbent, LLP in Utica, New York. His practice focuses on
banking, business law and real estate. He was admitted to the New
York State Bar in 1983. Mr.Kowalczyk is a graduate of St.
Lawrence University and Albany Law School. He is a member of the
Oneida County Bar Association, the New York State Bar Association
and the American Bar Association. He served on the NBT Bank
Advisory Board from 2006 through 2010. He was appointed to the
Banks board in October 2010 and completed his term of service in
May 2016.
As a result of his employment by the Company, Mr.Watt does not
qualify as an independent director. There have been no
transactions involving Messrs. Robinson, Salanger or Kowalczk
that would require disclosure under Item404(a) of Regulation S-K.
As non-employee members of the Board, Messrs. Robinson, Salanger
and Kowalczk will be entitled to the director compensation set
forth under the heading Director Compensation in the Companys
Definitive Proxy Statement filed March31, 2016, and which is
incorporated herein by reference.
A copy of the press release announcing the new director
appointments is filed with this Current Report on Form 8-K as
Exhibit 99.2, and is incorporated herein by reference.
New Employment Agreement
On December19, 2016, the Company entered into a new Employment
Agreement with Mr.Watt, President and Chief Executive Officer of
the Company and the Bank (the Employment Agreement). The
Employment Agreement will terminate upon the earlier occurrence
of the executives death, disability, discharge for cause,
resignation, termination without cause (as such terms are defined
in the Employment Agreement), or January1, 2020. On December31,
2017 and each December31 thereafter, the term of the Employment
Agreement will automatically extend for one additional year (to a
total of 3 years) unless either the Company or the executive
provides timely, prior notice of non-renewal.
The Employment Agreement provides that Mr.Watt will be paid a
base salary of $650,000 effective January1, 2017, subject to
annual increases. In addition to an annual base salary, the
Employment Agreement provides that Mr.Watt will be eligible to be
considered for a performance bonus commensurate with his title
and salary grade in accordance with the compensation policies of
the Company and provides for the ability to participate in stock
benefit plans, employee benefit plans, and other fringe benefits
applicable to executive personnel, including, without limitation,
use of a Company car and reimbursement of certain country club
dues. Mr.Watt is also eligible to receive an annual contribution
to his deferred compensation account in an amount determined by
the Board in its sole discretion.
Upon any termination of employment, Mr.Watt is entitled to
receive accrued but unpaid salary, accrued rights under the
Companys employee plans and arrangements, unpaid expense
reimbursements, and the cash equivalent of accrued but unused
annual vacation. If the executives employment is terminated by
the Company without cause or by the executive for good reason (as
each term is defined in the Employment Agreement), then, upon
timely execution and non-revocation of a separation agreement and
release, the executive will be entitled to receive a lump sum
payment equal to three times his annual base salary.
If Mr.Watts employment is terminated by the Company without cause
or by the executive for good reason within 24 months of a change
in control (as each term is defined in the Employment Agreement),
then, upon timely execution and non-revocation of a separation
agreement and release, he will be entitled to receive (i)a
payment equal to 2.99 times the sum of (A)his annual base salary
and (B)his average bonus earned for the previous three calendar
years, to be paid in three equal annual installments; (ii)benefit
continuation (or payment in lieu thereof) for three years; and
(iii)full vesting of the executives benefit under any retirement
plans.
If payments to Mr.Watt under the Employment Agreement would be
subject to the excise tax under Section4999 of the Internal
Revenue Code of 1986, as amended, such payments will be reduced
so that the payments will not be subject to such excise tax; but,
if Mr.Watt would receive at least $50,000 more on a net after-tax
basis if the payments were not reduced, the payments will not be
reduced, and Mr.Watt will be responsible for payment of the
excise tax.
to the Employment Agreement, Mr.Watt has also agreed (i)during
the term of employment and thereafter, he will not disclose
confidential information about the Company or its subsidiaries to
any other person or entity and (ii)that for two years following
the termination of his employment, he will not (A)become an
officer, employee, consultant, director, or trustee of any
savings bank, savings and loan association, savings and loan
holding company, bank or bank holding company, where such
position entails providing services to such company in any city,
town, or county where the Company or its affiliates has an office
or where the executives position or service for such company is
competitive with or similar to the executives position or service
with the Company or its affiliates, (B)induce or solicit the
Companys and its affiliates customers, suppliers, or agents to
terminate or curtail such relationship, (C)induce or solicit the
Companys and its affiliates customers or suppliers to purchase
goods or services from the executive, or (D)recruit the Companys
and its affiliates employees. The Employment Agreement also
includes clawback and post-termination of employment cooperation
provisions.
Supplemental Executive Retirement Plan Agreement
The Company previously established The NBT Bancorp Inc.
Supplemental Executive Retirement Plan for the benefit of
eligible employees of the Company, its subsidiaries, and
affiliated employers, and entered into Supplemental Retirement
Agreements with certain of its executive officers.
On December19, 2016, the Company entered into a Supplemental
Executive Retirement Plan Agreement with Mr.Watt (the SERP). The
SERP provides Mr.Watt with a supplemental retirement benefit
generally equal to the difference between the benefits he
actually accrues under the Companys pension plan and 401(k) ESOP
and the benefits he would have accrued under those plans but for
the limit on annual additions and the limitation on compensation
imposed by the Internal Revenue Code. Unless Mr.Watt elects
otherwise, payment of his benefit under the SERP will commence
when Mr.Watt is age 62 (or if later, when he separates from
service), in the normal forms of benefit under the Companys
pension plan and 401(k) ESOP, and shall be equal to (a)the
five-year certain and life annuity benefit under the Companys
pension plan, calculated without giving effect to limitations and
restrictions imposed by the Internal Revenue Code, reduced by the
benefit actually payable under such pension plan, and (b)the
contributions by the Company and the Bank (other than the
executives elective deferrals) permitted under the Companys
401(k) ESOP, calculated by disregarding the limitations and
restrictions imposed by the Internal Revenue Code, reduced by the
amounts actually contributed to the 401(k) ESOP, plus the
earnings on such net amount.
If Mr.Watt dies leaving a surviving spouse, his spouse will be
entitled to an annual benefit for life equal to the annual
survivor annuity benefit under the Companys pension plan,
calculated without giving effect to limitations and restrictions
imposed by the Internal Revenue Code, reduced by the surviving
spouse
benefit actually payable under such pension plan, plus a lump sum
amount equal to contributions by the Company and the Bank (other
than the executives elective deferrals) to the 401(k) ESOP,
calculated by disregarding the limitations and restrictions
imposed by the Internal Revenue Code, reduced by the amounts
actually contributed to the 401(k) ESOP, plus the earnings on
such net amount.
Amended and Restated Employment Agreements
On December19, 2016, the Company entered into Amended and
Restated Employment Agreements with Michael J. Chewens, Senior
Executive Vice President and Chief Financial Officer of the
Company and the Bank, and Timothy L. Brenner, Executive Vice
President of the Company and President of Wealth Management of
the Bank (the Amended Employment Agreements). The Amended
Employment Agreements make certain amendments to the Employment
Agreements previously entered into with Messrs. Chewens and
Brenner dated as of March10, 2015, including, among other things:
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Providing that Mr.Chewens will be eligible to receive an annual contribution to his deferred compensation account in an amount determined by the Board in its sole discretion. |
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Revising the amount of Mr.Brenners annual contribution to his deferred compensation account to be an amount determined by the Board in its sole discretion, rather than an amount equal to between 0% and 10% of his base salary. |
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Revising the severance payment for terminations of employment without cause or for good reason (not in connection with a change in control) to be paid in the form of a lump sum payment, rather than in installments for a period of three years following the termination date for Messrs.Brenner andChewens, respectively. |
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Extending the non-compete and non-solicitation covenants to two years following the termination of the executives employment. |
The Amended Employment Agreements will terminate upon the earlier
occurrence of the executives death, disability, discharge for
cause, resignation, termination without cause (as such terms are
defined in the Employment Agreement), or January1, 2019 for
Mr.Brenner, or January1, 2020 for Mr.Chewens. On December31, 2017
and each December31 thereafter, the term of the Employment
Agreement will automatically extend for one additional year (to a
total of two years for Mr.Brenner and three years for Mr.Chewens)
unless either the Company or the executive provides timely, prior
notice of non-renewal.
The foregoing summaries of the Employment Agreement and
Supplemental Executive Retirement Agreement of Mr.Watt and the
Amended Employment Agreements of Messrs. Chewens and Brenner do
not purport to be complete and are qualified in their entirety by
reference to the Employment Agreement and Supplemental Executive
Retirement Agreement of Mr.Watt and the Amended Employment
Agreements of Messrs. Chewens and Brenner, copies of which are
filed with this Current Report on Form 8-K as Exhibits 10.1,
10.2, 10.3 and 10.4, respectively, and are incorporated herein by
reference.
| Item9.01 | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
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ExhibitNo. |
Description |
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| 10.1 |
Employment Agreement, dated December 19, 2016, by and between NBT Bancorp Inc., NBT and John H. Watt, Jr. |
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| 10.2 |
Supplemental Executive Retirement Agreement, dated December 19, 2016, by and between NBT Bancorp Inc. and John H. Watt, Jr. |
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| 10.3 |
Amended and Restated Employment Agreement, dated December 19, 2016, by and between NBT Bancorp Inc. and Michael J. Chewens. |
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| 10.4 |
Amended and Restated Employment Agreement, dated December 19, 2016, by and between NBT Bancorp Inc. and Timothy L. Brenner. |
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| 99.1 | Press release dated December 19, 2016. | |
| 99.2 | Press release dated December 20, 2016. |
About NBT BANCORP INC. (NASDAQ:NBTB)