DEF 14A of NB Bancorp, Inc., Mar 27, 2026

DEF 14A of NB Bancorp, Inc.

Filed Mar 27, 2026 · FY20250001104659-26-035829

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | | | COMMITTEES | | | | | NOMINEES FOR DIRECTOR | | IND | AGE | DIRECTOR SINCE | A | ERM | C | NG | | | Paul Ayoub Chair Nutter McClennen & Fish LLP | ✓ | 70 | 2023 | | | | ■ | | | Joseph Campanelli Chairman, President & CEO Needham Bank | | 69 | 2017 | | | | | | | William Darcey President & CEO Provider Insurance Group | ✓ | 63 | 2017 | | ■ | | | | | Joseph Reilly Retired President & CEO Provident Bancorp, Inc. and BankProv | | 69 | 2025 | | ■ | | | | | Mark Whalen Retired CEO Needham Bank | ✓ | 67 | 2007 | ■ | ■ | ■ | ■ | | DIRECTORS WITH TERMS ENDING IN 2027 | | | | | | | | | | | Angela Jackson Chief Executive Officer Future Forward Strategies | ✓ | 50 | 2023 | ■ | | | ■ | | | Joseph Nolan Chairman, President & CEO Eversource | ✓ | 63 | 2023 | | | ■ | | | | Hope Pascucci President & Principal Rose Grove Capital Management, LLC | ✓ | 58 | 2023 | ■ | ■ | | | | | Raza Shaikh Managing Director Launchpad Venture Group | ✓ | 52 | 2023 | ■ | ■ | | | | DIRECTORS WITH TERMS ENDING IN 2028 | | | | | | | | | | | Susan Elliott Retired Executive Vice President Federal Home Loan Bank of Boston | ✓ | 72 | 2020 | ■ | | | | | | Christopher Lynch President Marshall Resources | ✓ | 64 | 2010 | | | ■ | | | | Kenneth Montgomery Retired First Vice President and Chief Operating Officer Federal Reserve Bank of Boston | ✓ | 67 | 2024 | | ■ | | ■ | | | Francis Orfanello Operating Partner One Rock Capital Partners | ✓ | 67 | 2007 | ■ | ■ | ■ | |

  3. Director Nominees

    ■ Chair ■ Member IND Independent Committees: A Audit ERM Enterprise Risk Management C Compensation NG Nominating and Governance

  4. Director Nominees

    | Gender | Independence | AGE | TENURE | | | | | |

  5. PROPOSAL I—ELECTION OF DIRECTORS

    PROPOSAL I—ELECTION OF DIRECTORS Our Board of Directors is comprised of 13 members. Our Bylaws provide that directors are divided into three classes as nearly equal in number as possible, with one class of directors elected annually. Five directors have been nominated for election at the annual meeting to serve for a three-year period and until their respective successors shall have been elected and qualified. The Board of Directors has nominated Paul Ayoub, Joseph Campanelli, William Darcey, Joseph Reilly and Mark Whalen to serve as directors for three-year terms. Each nominee is currently a director of NB Bancorp. The following sets forth certain information regarding the nominees, the other current members of our Board of Directors, and executive officers who are not directors, including the terms of office of board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to any nominee) will be voted at the annual meeting for the election of the proposed nominees. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may determine. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected. There are no arrangements or understandings between any nominee or continuing director and any other person pursuant to which such nominee or continuing director was selected. Age information is as of December 31, 2025. With respect to directors, including nominees, the biographies contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director. Each director of NB Bancorp is also a director of Needham Bank.

  6. Board Skills Matrix

    Board Skills Matrix

  7. Board Skills Matrix

    | | INDUSTRY EXPERTISE | EXECUTIVE LEADERSHIP | INTERNATIONAL BUSINESS EXPERIENCE | RISK MANAGEMENT | FINANCIAL/ ACCOUNTING | HUMAN CAPITAL MANAGEMENT | INFORMATION TECHNOLOGY/ SECURITY | MARKETING | ESG EXPERIENCE | | | | | | | | | | | | | PAUL AYOUB | ■ | ■ | | ■ | | ■ | | ■ | ■ | | JOSEPH CAMPANELLI | ■ | ■ | | ■ | ■ | | | | | | WILLIAM DARCEY | ■ | ■ | | ■ | ■ | | | ■ | | | SUSAN ELLIOTT | ■ | ■ | | ■ | ■ | | | | | | ANGELA JACKSON | ■ | ■ | ■ | ■ | | ■ | | ■ | ■ | | CHRISTOPHER LYNCH | | ■ | ■ | ■ | ■ | | ■ | ■ | | | KENNETH MONTGOMERY | ■ | ■ | | ■ | | | ■ | | | | JOSEPH NOLAN | | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | | FRANCIS ORFANELLO | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | | | HOPE PASCUCCI | ■ | ■ | ■ | ■ | ■ | ■ | | | | | JOSEPH REILLY | ■ | ■ | | ■ | ■ | | | ■ | | | RAZA SHAIKH | | ■ | ■ | ■ | | ■ | ■ | | | | MARK WHALEN | ■ | ■ | | ■ | ■ | | | | |

  8. Directors

    Directors The Nominees For Director, Each For A Three-Year Term, Are:

  9. Directors

    | | PAUL AYOUB Chair Nutter McClennen & Fish, LLP | | | | | INDEPENDENT | | | | | Age: 70 | Director Since: 2023 | Committees: Nominating and Governance |

  10. Directors

    | Career Paul Ayoub is a practicing attorney and chair of Nutter McClennen & Fish, LLP, a full-service law firm headquartered in Boston, Massachusetts, where he is a partner in the firm’s Real Estate Department and represents clients in the financing and development of commercial real estate projects in Greater Boston, New England and throughout the country. Mr. Ayoub has also served, including as chair, on real estate industry, business and charitable boards. | Reasons for Nomination We believe that Mr. Ayoub’s valuable experience in real estate transactions and corporate governance qualifies him to serve on our board of directors. | | | | | | | | Skills | | | | | | | | | | | | | |

  11. Directors

    | | JOSEPH CAMPANELLI Chairman of the Board, President and Chief Executive Officer NB Bancorp, Inc. & Needham Bank | | | | | INDEPENDENT | | | | | Age: 69 | Director Since: 2017 | Committees: None |

  12. Directors

    | Career Mr. Campanelli has served as President and Chief Executive Officer of Needham Bank since joining the Bank in January 2017 and was elected Chairman in 2022. Mr. Campanelli has over 40 years of banking experience in a variety of senior and executive positions, including having served as the President and Chief Executive Officer of Sovereign Bancorp, Inc. and its subsidiary Sovereign Bank as well as Chairman, President and Chief Executive Officer of Flagstar Bancorp, Inc. and its subsidiary Flagstar Bank. Mr. Campanelli’s positions as President and Chief Executive Officer foster clear accountability, effective decision-making, a clear and direct channel of communication from senior management to the full board of directors, and alignment on corporate strategy. Additionally, Mr. Campanelli has a long history of community involvement, currently serving on the board of the Massachusetts Business Roundtable, Boys and Girls Club of Boston and The One Hundred Club of Boston. | Reasons for Nomination We believe Mr. Campanelli’s significant banking experience and leadership qualifies him to serve on the board of directors. | | | | | | Skills | | | | | | | | | |

  13. Directors

    | | WILLIAM DARCEY President and Chief Executive Officer Provider Group | | | | | INDEPENDENT | | | | | Age: 63 | Director Since: 2017 | Committees: Enterprise Risk Management |

  14. Directors

    | Career Mr. Darcey is President and Chief Executive Officer of Provider Group, an insurance agency headquartered in Needham, Massachusetts and Providence, Rhode Island. Mr. Darcey joined Provider Group in 2001 and has served as its President and Chief Executive Officer since 2009. He has over 30 years of experience providing risk management services to businesses and individuals throughout New England and as President and Chief Executive Officer, Mr. Darcey leads Provider Group’s strategic direction, including overseeing sales, marketing, client services, and agency operations. | Reasons for Nomination We believe Mr. Darcey’s executive management experience, as well as his knowledge of the commercial landscape and trends in our market area, qualifies him to serve on our board of directors. | | | | | | | Skills | | | | | | | | | | | |

  15. Directors

    | | JOSEPH REILLY Retired President and Chief Executive Officer Provident Bancorp, Inc. and BankProv | | | | | INDEPENDENT | | | | | Age: 69 | Director Since: 2025 | Committees: Enterprise Risk Management |

  16. Directors

    | Career Mr. Reilly is the retired President and Chief Executive Officer of Provident Bancorp, Inc. and BankProv. Mr. Reilly was a director of BankProv since 2018 and Provident Bancorp, Inc. since its inception and served as the Chair of the Board for both entities, until his appointment as Co-President and Co-CEO in January 2023 until February 2024, when he was appointed as President and CEO. Mr. Reilly has more than 35 years of experience in the New Hampshire and Massachusetts banking industry and was the Co-Founder and President/CEO of Centrix Bank, which merged with Eastern Bank in 2014. Prior to Centrix, Mr. Reilly held positions at Bank of New Hampshire, TD Bank, Centerpoint Bank and Fleet Bank. Mr. Reilly is a former Chair and Director of the New Hampshire Bankers Association (NHBA); Chair of the NHBA Legislative Committee; State of New Hampshire Captain for Team 21, a national organization of the American Bankers Association (ABA); and a member of the Government Relations Council of the ABA. Mr. Reilly has also served on numerous not-for-profit board leadership positions. | Reasons for Nomination We believe Mr. Reilly’s executive management experience, as well as his knowledge of the banking industry, commercial landscape and trends in our market area, especially the area where BankProv operated, qualifies him to serve on our board of directors. | | | | | | | Skills | | | | | | | | | | | |

  17. Directors

    | | MARK WHALEN Retired, Former CEO Needham Bank | | | | | INDEPENDENT | | | | | Age: 67 | Director Since: 2007 | Committees: Audit, Enterprise Risk Management, Compensation, and Nominating and Governance |

  18. Directors

    | Career Prior to his retirement in 2017, Mr. Whalen was a career banker and from 2007 until his retirement, Mr. Whalen was employed at Needham Bank. He served as President and Chief Operating Officer of Needham Bank from 2014 through 2015 and Chief Executive Officer of Needham Bank from 2015 until his retirement. Prior to his employment at Needham Bank, from 1999 through 2007, Mr. Whalen was President and Chief Executive Officer of Dedham Co-operative Bank, Dedham, Massachusetts. Mr. Whalen has over 40 years of banking experience. | Reasons for Nomination We believe Mr. Whalen’s broad banking experience, as well as his institutional knowledge of Needham Bank and our market areas, qualifies him to serve on the board of directors. | | | | | | Skills | | | | | | | | | |

  19. Directors

    The Following Directors Have Terms Ending In 2027:

  20. Directors

    | | ANGELA JACKSON Chief Executive Officer Future Forward Strategies | | | | | INDEPENDENT | | | | | Age: 50 | Director Since: 2023 | Committees: Audit, Nominating and Governance |

  21. Directors

    | Career Dr. Jackson, Ed.L.D., is a lecturer at Harvard University, Cambridge, Massachusetts. She has held teaching positions in a part-time capacity since 2018 and has focused more exclusively as a lecturer since June 2022. In her role at Harvard, among other responsibilities, Dr. Jackson teaches classes on education, entrepreneurship and innovation. In addition to her lecturing responsibilities, from February 2022 until October 2022, Dr. Jackson served as Chief Ecosystem Investment Officer for Kapor Enterprises, a family office, and from June 2018 until February 2022, she was a Managing Partner at New Profit, a venture philanthropy firm headquartered in Boston, Massachusetts where she oversaw Economic Mobility Investments. As an Environment, Social and Corporate Governance (ESG) expert, Dr. Jackson is a frequent lecturer and is a widely published consultant and Board member to numerous organizations and entities, and has advised over 100 enterprises in ESG strategy and oversight. | Reasons for Nomination We believe that Dr. Jackson’s expertise in the areas of ESG, as well as her knowledge and interaction with civic, charitable and venture philanthropic enterprises in our market area and nationally, qualifies her to serve on our board of directors. | | | | | | | | | Skills | | | | | | | | | | | | | | | |

  22. Directors

    | | JOSEPH NOLAN Chairman, President & CEO Eversource | | | | | | | | | | INDEPENDENT | | | | | | | | | | Age: 63 | Director Since: 2023 | | | | Committees: Compensation | | | | Career Mr. Nolan is Chairman of the Board, President and Chief Executive Officer of Eversource Energy Service Company, New England’s largest electric, gas and water utility provider and is Chairman and a director of Eversource Energy’s principal subsidiaries, except The Connecticut Light and Power Company. Mr. Nolan was elected President and Chief Executive Officer of Eversource Energy in May 2021 and elected Chairman in 2022. Previously, Mr. Nolan served as Executive Vice President-Strategy, Customer and Corporate Relations of Eversource Energy since February 2020. Prior to that, Mr. Nolan served as Executive Vice President-Customer and Corporate Relations of Eversource Energy from August 2016 to February 2020. Mr. Nolan is active in civic and charitable organizations including serving on the Boards of Directors of the New England Council, Camp Harbor View, Francis Ouimet Scholarship Fund, Long Island Association, and an advisory board member of Intercontinental Real Estate Corporation. | | Reasons for Nomination We believe Mr. Nolan’s management and executive experience and his general business acumen qualify him to serve on our board of directors. | | | | | | | | | | Skills | | | | | | | | | | | | | | | | |

  23. Directors

    | | HOPE PASCUCCI President and Principal Rose Grove Capital Management, LLC | | | | | INDEPENDENT | | | | | Age: 58 | Director Since: 2023 | Committees: Audit, Enterprise Risk Management |

  24. Directors

    | Career Ms. Pascucci is President and Principal of Rose Grove Capital Management, LLC, headquartered in Wellesley, Massachusetts, which manages fixed-income credit hedge funds focused on preferred stock and hybrid capital markets. Ms. Pascucci has held these positions since the firm’s founding in 2006. Prior to Rose Grove Capital’s founding, Ms. Pascucci served as Co-head of Global Capital Markets for Deutsche Bank in London where her responsibilities included oversight of Global Debt Capital Markets, European and Asian Equity Capital Markets and High Yield/Leveraged Loans. Ms. Pascucci has previously served on the Board of Trustees of Amherst College as well as the Board of Directors of Standard & Poor’s Financial Services LLC. | Reasons for Nomination We believe that Ms. Pascucci’s knowledge of the capital markets, management skills and business acumen qualify her to be on our board of directors. | | | | | | | | Skills | | | | | | | | | | | | | |

  25. Directors

    | | RAZA SHAIKH Owner Raza Enterprises, LLC | | | | | INDEPENDENT | | | | | Age: 52 | Director Since: 2023 | Committees: Audit, Enterprise Risk Management |

  26. Directors

    | Career Mr. Shaikh, whose legal name is Muhammad Raza, is an entrepreneur and early-stage investor and, since January 2020, is a Managing Director of Launchpad Venture Group, an early-stage angel investment group centered in Boston, Massachusetts. He is also the owner of Raza Enterprises, LLC, a consulting firm founded in January 2019 which focuses on mobile applications and games and, since June 2019, has been a Managing Partner of Beacon Venture Partners, an early-stage Venture Capital Fund for high-growth companies throughout New England. From 2010 until January 2019, Mr. Shaikh was co-Founder and Chief Technology Officer of NorthBay, a consulting firm focused on data analytics, cloud computing and artificial intelligence. | Reasons for Nomination We believe Mr. Shaikh’s extensive business investment analysis, analytics and information technology expertise qualifies him to serve on our board of directors. | | | | | | | Skills | | | | | | | | | | | |

  27. Directors

    The Following Directors Have Terms Ending In 2028:

  28. Directors

    | | SUSAN ELLIOTT Retired EVP Federal Home Loan Bank of Boston | | | | | INDEPENDENT | | | | | Age: 72 | Director Since: 2020 | Committees: Audit |

  29. Directors

    | Career Prior to her retirement in 2019, from 1981 until 2019, Ms. Elliott was employed at the Federal Home Loan Bank of Boston in roles of increasing responsibility, including serving as Executive Vice President and Chief Business Officer from 2009 until her retirement. Ms. Elliott was recently elected to serve on the Board of Directors of the Federal Home Loan Bank of Boston. | Reasons for Nomination Ms. Elliott has over 45 years of banking experience and we believe this experience qualifies her to serve on the board of directors. Skills | | | | | | | | | |

  30. Directors

    | | CHRISTOPHER LYNCH Partner and co-founder Marshall Resources | | | | | INDEPENDENT | | | | | Age: 64 | Director Since: 2010 | Committees: Compensation |

  31. Directors

    | Career Mr. Lynch is a Partner and co-founder, since 1995, of Marshall Resources, an information technology services company with offices in Massachusetts, North Carolina and Arizona. Mr. Lynch is also an entrepreneur and investor and since 2003, Mr. Lynch has been the sole owner and operator of various real estate investment entities which purchase, develop and manage commercial real estate properties in Needham, Massachusetts and since 2009 has owned and managed a wine investment company. | Reasons for Nomination We believe that Mr. Lynch’s experience as a business owner and entrepreneur offers a valuable perspective on developing a successful business, as well as the challenges and risks an organization may face as it grows its product offerings, which qualifies him to serve on our board of directors. Skills | | | | | | | | | | | | | |

  32. Directors

    | | FRANCIS ORFANELLO Operating Partner One Rock Capital Partners, LLC | | | | | INDEPENDENT | | | | | Age: 67 | Director Since: 2007 | Committees: Audit, Enterprise Risk Management, Compensation |

  33. Directors

    | Career Mr. Orfanello is an Operating Partner focused on the Food and Beverage Manufacturing and Distribution vertical for One Rock Capital Partners, LLC, a value-oriented, operationally focused private equity firm headquartered in New York, a position he has held since 2014. Prior to being engaged by One Rock Capital, Mr. Orfanello was a corporate executive for over 20 years at various beverage and food companies as well as service businesses. Mr. Orfanello oversaw national supply chain and sales operations as well as leading strategic initiatives in new product development, manufacturing modernization, opening new channels of distribution and scaling branded consumer products businesses. Mr. Orfanello began his career in a Boston-based accounting firm where he ultimately became a partner. Mr. Orfanello was named Lead Independent Director in September 2024. | Reasons for Nomination We believe Mr. Orfanello’s strategic marketing experience, as well as his financial acumen, qualify him to serve on our board of directors as lease independent director. | | | | | | | | | Skills | | | | | | | | | | | | | | | |

  34. Directors

    | | KENNETH MONTGOMERY Retired FVP, Chief Operating Officer Federal Reserve Bank of Boston | | | | | INDEPENDENT | | | | | Age: 67 | Director Since: 2024 | Committees: Enterprise Risk Management, Nominating and Governance |

  35. Directors

    | Career Prior to his retirement in 2024, Mr. Montgomery most recently served as First Vice President and Chief Operating Officer at the Federal Reserve Bank of Boston, overseeing critical initiatives, including the $700 million FedNow Service program. From October 2021 to June 2022, Mr. Montgomery served as interim President and Chief Executive Officer of the Federal Reserve Bank of Boston. During the majority of his time in the Federal Reserve Bank system, Mr. Montgomery occupied positions that included oversight of technology groups and systems, including 18 years where Mr. Montgomery served as Executive Vice President and Federal Reserve System Chief Technology Officer based out of the Federal Reserve Bank of Richmond. Mr. Montgomery previously served as an executive committee member of the Greater Boston Chamber of Commerce, chair of the Boston Private Industry Council – Boston's workforce development board, and as an executive committee member of the Boston Municipal Research Bureau. Mr. Montgomery also serves as a national advisory board member and past vice chair of the Advanced Cyber Security Center, a nonprofit consortium made up of industry, university, and government organizations, and is a former member of the Massachusetts Cyber Security Council. | Reasons for Nomination We believe Mr. Montgomery’s extensive regulatory and technology experience, as well as his financial acumen, qualify him to serve on our board of directors. | | | | | | Skills | | | | | | | | | |

  36. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards If stock options or similar awards are granted in the future, we expect to adopt a policy not to grant stock options or similar awards in anticipation of the release of material non-public information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates. In addition, we expect that our policy will be not to grant stock options or similar awards during periods in which there is material non-public information about the Company, including during “blackout” periods or at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material non-public information. These restrictions do not apply to restricted stock awards or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. The Company did not grant any stock options to its executive officers, including the named executive officers, during the year ended December 31, 2025.

  37. Insider Trading Arrangements and Policy

    Insider Trading Arrangements and Policy The Company has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees, as well as by NB Bancorp itself, that we believe is reasonable designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq exchange listing standards. While the Company does not have a formal policy or obligation that requires it to grant or award equity-based compensation on a specific date, the Compensation Committee and the Board expect to adopt a practice of not granting stock options to executive officers during closed quarterly trading windows as determined under the Company’s Insider Trading Policy. Consequently, the Company does not expect to grant any stock options to any named executive officers within four business days preceding the filing with the SEC of any report on Forms 10-K, 10-Q or 8-K that discloses material non-public information. The Compensation Committee and the Board do not take material non-public information into account when determining the timing of equity awards and do not time the disclosure of non-public information in order to impact the value of executive compensation. The Company did not grant any stock options to its executive officers, including the named executive officers, during the year ended December 31, 2025.

  38. Executive Compensation

    | | PEER GROUP | | | ● Amalgamated Financial Corp. ● Arrow Financial Corporation ● Camden National Corporation ● Columbia Financial, Inc. ● ConnectOne Bancorp, Inc. ● Dime Community Bancshares, Inc. | ● Flushing Financial Corporation ● HarborOne Bancorp, Inc. ● Kearny Financial Corp. ● Northeast Bank ● Northfield Bancorp, Inc. ● OceanFirst Financial Corp. | ● Orrstown Financial Services, Inc. ● Peapack-Gladstone Financial ● Tompkins Financial Corporation ● TrustCo Bank Corp NY ● Univest Financial Corporation |

  39. Executive Compensation

    | | | | | | Non-equity | Nonqualified | | | | | | | | | Incentive Plan | Deferred | All Other | | | Name and | | Salary | Bonus | Stock Awards | Compensation | Compensation | Compensation | Total | | Principal Position | Year | ($) | ($) | ($)(1) | ($)(2) | Earnings ($)(3) | ($)(4) | ($) | | Joseph Campanelli | 2025 | 1,022,580 | 1,862,662 | 4,500,000 | 411,946 | — | 301,667 | 8,098,855 | | Chairman, President and Chief Executive Officer | 2024 | 988,000 | 1,030,000 | | 465,893 | — | 295,686 | 2,779,579 | | Christine Roberts (5) | 2025 | 425,000 | 771,904 | 1,000,000 | — | — | 13,077 | 2,209,981 | | Senior Executive Vice President and Chief Operating Officer | | | | | | | | | | JP Lapointe | 2025 | 385,000 | 490,903 | 1,500,000 | 23,031 | — | 58,651 | 2,457,585 | | Senior Executive Vice President and Chief Financial Officer | 2024 | 320,833 | 345,000 | — | 213,053 | — | 16,154 | 895,040 |

  40. Executive Compensation

    | (3) Earnings credited to amounts deferred under the Nonqualified Deferred Compensation Plan in 2025 and 2024 were credited at 5.13% and 5.25%, respectively, and are considered at-market rates. |

  41. Executive Compensation

    | (b) Represents employer contributions made to the Non-Qualified Deferred Compensation Plan for Officers for the benefit of Mr. Campanelli. |

  42. Executive Compensation

    | (5) Ms. Roberts was appointed EVP, Chief Operating Officer effective January 6, 2025. The bonus amount includes a $230,000 signing bonus, which was paid upon the commencement of Ms. Roberts’ employment. |

  43. Executive Compensation

    Employment Agreements. Needham Bank has entered into an employment agreement with Mr. Campanelli. The term of the employment agreement with Mr. Campanelli is three years, currently expiring on January 1, 2029. The term of the employment agreement automatically extends on each January 1st (the “Renewal Date”) for one year, so that the term again becomes three years, unless either Needham Bank or Mr. Campanelli provides written notice to the other party at least 90 days prior to the Renewal Date notifying the other party of his or its election not to renew the term of the employment agreement. Notwithstanding the foregoing, in the event NB Bancorp or Needham Bank enters into a transaction that would constitute a change in control, as defined under the employment agreements, the term of the agreements would automatically extend so that they would expire no less than three years following the effective date of the change in control. The employment agreements specify the base salary of Mr. Campanelli, which is currently $1,058,370. The Board of Directors or the Compensation Committee of the Board of Directors of Needham Bank may increase, but not decrease (except for certain across-the-board reductions), Mr. Campanelli’s base salary. In addition to base salary, the agreement provides that Mr. Campanelli will participate in short-term and long-term incentive compensation arrangements and receive certain fringe benefits from Needham Bank. In addition, Mr. Campanelli receives an annual personal benefits allotment of $34,000. Needham Bank will also reimburse Mr. Campanelli for reasonable travel and business expenses incurred in the performance of his duties. Under the employment agreements, in the event of Mr. Campanelli’s termination of employment, the executive will receive (i) any earned but unpaid base salary, (ii) any unpaid expense reimbursements, (iii) any accrued but unpaid vacation, (iv) any earned but unpaid short-term and long-term incentive compensation for the calendar year preceding the year in which the termination occurs and (v) except in the event of a voluntary termination by the executive without good reason or a termination by Needham Bank for cause, a prorated portion of the executive’s targeted short-term and long-term incentive compensation for the year in which the termination occurs. In addition, Needham Bank will provide Mr. Campanelli with any vested benefits under employee benefit plans of Needham Bank. These payments and benefits are referred to as the “Automatic Termination Payments.” In the event Needham Bank terminates Mr. Campanelli’s employment without cause or the executive voluntary resigns for “good reason,” in addition to the Automatic Termination Benefits, and subject to Mr. Campanelli signing and not revoking a release of claims, Needham Bank will pay Mr. Campanelli a severance payment equal to three times the sum of (i) base salary and (ii) the highest annual short-term incentive compensation awarded for the three fiscal years ending before the year in which the termination occurs. Needham Bank will also provide a payment equal to two times the personal benefit allotment. Needham Bank will also make an additional payment equal to thirty-six (36) times the total monthly cost for participation (by Mr. Campanelli and his dependents, if applicable) in the Needham Bank’s group life, medical and dental insurance plans. These payments will be made in a single lump sum within ten days of the effective date of the release agreement. In addition to these payments, Mr. Campanelli will fully vest in any non-qualified deferred compensation plan in which he participates. With respect to payments and benefits made or provided in connection with a change in control, if the payments and benefits constitute an excess parachute payment, then Mr. Campanelli may elect between (i) reducing the payments and benefits to an amount that is one dollar less than three times his “base amount” (as that term is defined for Section 280G of the Internal Revenue Code) or (ii) accepting all of the payments and benefits and paying any resulting income and excise taxes on the payments. For purposes of the employment agreements, the term “good reason” includes (i) failure of Needham Bank to continue Mr. Campanelli in his current employment positions, (ii) a material adverse change in the nature or scope of his responsibilities, titles, authorities, powers, functions or duties (including the failure of Needham Bank to permit the executive to attend board meetings), (iii) an involuntary reduction in base salary except an across the board reduction affecting similarly affected executive management employees, (iv) an involuntary relocation by more than twenty-five (25) miles driving distance, (v) a material breach of the employment agreement, (vi) a change in control, as defined in the employment agreement, provided Mr. Campanelli terminates employment within three years of the effective date of the change in control, and (vii) Needham Bank’s election to not renew the term of the employment agreement, provided Mr. Campanelli terminates his employment within 90 days of the notice from Needham Bank to not renew the term of the employment agreement. For purposes of the employment agreements, the term “cause” means (i) a conviction by the executive or entry of a plea of guilty or nolo contendere or an admission of sufficient facts with respect to any criminal offense involving dishonesty or breach of trust or any felony crime of moral turpitude, (ii) the commission of an act of fraud upon Needham Bank, (iii) the willful refusal to perform the duties reasonably assigned to the executive, which failure last for more than 30 days, (iv) a willful breach of fiduciary duty or willful misconduct of the commission of an act of moral turpitude that materially and adversely affects Needham Bank or has the ability to do so and (v) a material breach of the breach of the employment agreement by Mr. Campanelli. The employment agreement terminates upon death or disability. In the event of death or disability, as applicable, Needham Bank will pay Mr. Campanelli’s beneficiary or the executive, as applicable, the base salary for a period of twelve months. During the term of the employment agreement and for a period of one year following Mr. Campanelli’s termination of employment, the executive will be required to adhere to non-solicitation restrictions set forth in the employment agreement. In addition, during the term of the employment and for a period of one year following the termination of Mr. Campanelli’s employment by Needham Bank without cause or by Mr. Campanelli for good reason, Mr. Campanelli will be required to adhere to one-year non-competition restrictions in favor of Needham Bank. Change in Control Agreement. NB Bancorp and Needham Bank entered into change in control agreements with Mr. Lapointe, Senior Executive Vice President and Chief Financial Officer and Ms. Roberts, Senior Executive Vice President and Chief Operating Officer. The change in control agreements have a term of 24 months. Each year, the term of the change in control agreements extends for an additional 12 months, so that the term is again 24 months, unless either party gives at least 60 days written notice of non-renewal to the other. If a change in control occurs during the term of the change in control agreements, the term of the agreement automatically renew for 24 months from the effective date of the change in control.

  44. Executive Compensation

    In the event the executive’s employment involuntary terminates for reasons other than cause, or in the event of the executive’s resignation for “good reason,” in either case following a change in control and during the term of the agreements, the executive will receive a severance payment, paid in a single lump sum, equal to one and one-half times the sum of the executive’s base salary and the annual total incentive bonus that would have been earned in the year of the change in control at target bonus opportunity. In addition, if the executive elects COBRA coverage, the executive will be reimbursed for the monthly COBRA premium payments for up to 24 months. For purposes of the change in control agreement, the term “good reason” includes (i) the assignment to the executive of any duties which are materially inconsistent with the executive’s positions, duties, responsibilities immediately prior to a change in control, or a material change in the executive’s reporting responsibilities, titles or offices as an officer and employee and as in effect immediately prior to the change in control, or any removal of the executive from or any failure to re-elect the executive to any of her responsibilities, titles or offices, (ii) a reduction in the executive’s base salary or bonus/incentive award opportunity under Needham Bank’s (or its successor’s) incentive compensation plans or arrangements as in effect immediately prior to the date of the change in control or as the same may be increased from time to time thereafter or a reduction in the package of fringe benefits provided to the executive as in effect immediately prior to the date of the change in control, (iii) a change in the executive’s principal place of employment by a distance in excess of twenty-five (25) miles from its location immediately prior to the change in control; or (iv) the failure of the successor to assume and honor the change in control agreement. With respect to payments and benefits made or provided in connection with a change in control, if the payments and benefits constitute an excess parachute payment, then the payments and benefits will be reduced to an amount that is one dollar less than three times his “base amount” (as that term is defined for Section 280G of the Internal Revenue Code) if doing so would result in a higher after-tax benefit to the executive than the executive receiving all of the payments and benefits and paying any income and excise taxes on those amounts. Bonus Policy. Under Needham Bank’s informal bonus policy for management employees, the President and Chief Executive Officer, Senior Executive Vice President and Chief Operating Officer, and Senior Executive Vice President and Chief Financial Officer recommend bonuses for management employees, based on a targeted percentage of the employee’s base salary, to the Compensation Committee. During 2025, the Compensation Committee used formula-based metrics to determine bonuses for the President and Chief Executive Officer, the Senior Executive Vice President and Chief Operating Officer and the Senior Executive Vice President and Chief Financial Officer, based on a targeted percentage of base salary and several quantitative and qualitative measures. Stock Awards. At the Company’s 2025 Annual Shareholder Meeting, the NB Bancorp, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) was approved by shareholder and adopted by the Company. Under the plan, the maximum number of shares that can be granted is equal to 5,978,801, which is comprised of 4,270,572 shares that may be granted as stock options and 1,708,229 shares that can be granted as stock awards. However, the number of shares that may be granted under the 2025 Plan is fungible, which means that each stock options available can be granted as a stock award, provided that each stock award granted in excess of the above amounts reduces the number of stock options available to be granted by three (3). The grant date fair value to determine the number of restricted shares granted is calculated using the 10-day volume-weighted average pricing, inclusive of the grant date, as elected by the Compensation Committee. On April 24, 2025, the following time-based restricted stock awards were granted to our NEOs as follows:

  45. Executive Compensation

    | NEO | 2025 Time-Based Restricted Stock ($) | Time-Based Restricted Stock (#) | | Joseph Campanelli | $4,500,000 | 274,146 | | Christine Roberts | $1,000,000 | 60,921 | | JP Lapointe | $1,500,000 | 91,382 |

  46. Executive Compensation

    Long-Term Incentive Plan. Needham Bank sponsors the Needham Bank Long-Term Incentive Plan (the “LTIP”) for a select group of management or highly compensated employees, including the named executive officers. Each year, after the end of the calendar year, Needham Bank makes awards under the LTIP to participants based on employee performance. The size of any award made to a participant, as well as the terms and conditions of that award, including individual and bank performance metrics and vesting conditions, are set forth in a grant agreement specific to each participant. An LTIP award will be paid to a participant within 75 days of becoming vested and the award is the total of the original award plus crediting for the appreciation of Needham Bank’s tangible book value. Vesting typically occurs after three years. Participants may defer the receipt of the award if the deferral complies with certain rules and procedures. Awards may also be paid earlier to participants in certain circumstances: (i) a change in control (as defined in the LTIP); (ii) the participant’s death or disability; and (iii) the participant’s involuntary separation from service. Upon a participant’s separation from service after completing at least ten years of services and attaining age 65, a participant will also become fully vested in an award. Needham Bank may, however, in its discretion, provide for different criteria in a participant’s grant agreement. Grants made under the LTIP for 2024 were, in part, to recognize the accomplishment of completing the mutual-to-stock conversion and the Company’s initial stock offering and the overall quality of earnings of the Bank for the year. Nonqualified Deferred Compensation Plan. Needham Bank sponsors the Needham Bank Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, participants may elect to defer receiving up to 50% of their salary and 100% of their bonus or LTIP award. Each of the named executive officers is eligible to participate in the Deferred Compensation Plan. Mr. Campanelli participates in and makes deferrals under the Deferred Compensation Plan. Ms. Roberts and Mr. Lapointe did not elect to make deferrals under the Deferred Compensation Plan for 2025. At the time a participant makes the election to defer his or her salary and bonus, the participant must also elect the form and timing of the distribution of the deferrals. Each year, a participant’s deferral will be credited with earnings based on the rate established under the LTIP. A participant is always fully vested in their deferrals and the earnings on the deferrals. Needham Bank may also make discretionary contributions on behalf of participants under the Deferred Compensation Plan. Discretionary contributions and any earnings on the discretionary contributions will vest after 36 months, unless Needham Bank designates a different vesting schedule at the time it makes the contribution. Discretionary contributions also fully vest upon a participant’s death, disability, retirement (after attaining age 65 and the completion of ten years of service) and a change in control. Needham Bank did not make discretionary contributions to the Deferred Compensation Plan for any of the named executive officers for 2025. In general, in-service distributions (as elected by a participant) and distributions in connection with retirement may be made in annual installments over five or ten years or in a lump sum. Other distributions due to a separation from service (other than on account of retirement), will be made in a lump sum within sixty days following the separation from service. Distributions made on account of a participant’s death or disability are also made in a lump sum within sixty days of the date of death or disability. If elected by a participant, distributions may also be made in a lump sum within sixty days of a change in control (as defined in the plan). Participants may change their distribution elections if the changes comply with Section 409A of the Internal Revenue Code. Distributions may also be delayed or made upon certain hardships of the participant, provided the distributions comply with Section 409A of the Internal Revenue Code. Upon a termination for cause, a participant will be entitled to their deferrals under the plan but will forfeit any discretionary contributions made to the plan on their behalf. Non-Qualified Deferred Compensation Plan for Officers. Needham Bank sponsors the Non-Qualified Deferred Compensation Plan for Officers of Needham Bank (the “Officers Deferred Compensation Plan”). Mr. Campanelli participates in the plan. Under the Officers Deferred Compensation Plan, as of each December 31, Needham Bank credits participants with a contribution equal to a percentage of the officer’s base compensation, as specified on a participation agreement related to the plan. For 2025, the contribution percentage for Mr. Campanelli was 20% of base salary. In addition, an officer may be credited with a discretionary contribution from time to time. Needham Bank credits earnings to the officer’s account each year based on the average percentage yield for five-year individual retirement accounts. The earnings rate may also be adjusted by Needham Bank based on the achievement of a performance metric established by the board of directors within 75 days of the beginning of the calendar year. The earnings rate for 2025 was 5.13%. Each officer becomes vested in the contributions and earnings credited on his or her behalf in accordance with the schedule set forth on his or her participation agreement. Under his participation agreement, Mr. Campanelli vested over a period of seven years (December 31, 2023) and is fully vested in the benefits. Their account also becomes fully vested in the event of their death or disability, an involuntary termination without cause and a change in control. Upon a separation from service after attaining his benefit age (age 67 for Mr. Campanelli) or after becoming vested in his account balance, other than due to death, disability, cause, or a change in control, an officer will receive his or her vested benefit in a lump sum. An officer will also receive their account balance in a lump sum upon a change in control. Upon an officer becoming disabled, the officer will receive a lump sum payment of his or her account balance. If an officer dies while in service, the officer’s beneficiary will receive a lump payment equal to the officer’s account balance under the plan. If the officer dies after a separation from service but prior to receiving his or her benefits under the plan, the officer’s beneficiary will receive a lump sum payment equal to the remaining benefits due to the officer. If an officer is terminated for cause, all benefits under the plan are immediately forfeited. The plan also contains certain non-competition and non-solicitation provisions that an officer must adhere to upon a separation from service other than on account of cause, death, disability, or a change in control. In January 2025, the Officers Deferred Compensation Plan was modified to not allow additional participants from entering the plan. 401(k) Plan. Needham Bank maintains a tax-qualified defined contribution plan under which eligible employees may elect to defer a portion of their compensation and receive certain employer contributions (the “401(k) Plan”). The named executive officers are eligible to participate in the 401(k) Plan on the same terms as other eligible employees of Needham Bank. Eligible employees who are at least 21 years of age generally become participants in the 401(k) Plan after they have been employed for one month.

  47. Executive Compensation

    Under the 401(k) Plan, a participant may elect to defer, on a pre-tax basis, between 1% and 75% of their eligible compensation. For 2025, the salary deferral contribution limit was $23,500, provided, however, that a participant over age 50 may contribute an additional $7,500 to the 401(k) Plan, for a total of $31,000. In addition to salary deferral contributions, Needham Bank makes matching contributions up to 8% of the participant’s compensation. A participant is immediately 100% vested in his or her salary deferral contributions. Participants become vested in employer contributions, including matching contributions, to the 401(k) Plan after completing three years of service. Defined Benefit Pension Plan. Needham Bank participates in the Defined Benefit Plan (Plan C) of CBERA (the “Pension Plan”). Employees hired prior to April 1, 2018, and who attain age 21, are eligible to participate in the Pension Plan. The Pension Plan was frozen so that no employees hired after April 1, 2018, are eligible to participate in the Pension Plan. Mr. Campanelli participates in the Pension Plan. The normal annual retirement benefit under the Pension Plan equals 1.50% of the participant’s final average compensation (as defined in the Pension Plan) up to the participant’s “covered compensation” (i.e., the amount of compensation that may be taxed each year for purposes of social security) plus 0.50% of the participant’s compensation in excess of his or her covered compensation, multiplied by the participant’s years of credit service (up to a maximum of 25 years). A participant’s compensation since 1989 is considered under the Pension Plan. A participant’s normal retirement age under the Pension Plan is age 65 and a participant may retire early upon achieving age 55 with ten years of service or age 50 with 15 years of service. Participants begin vesting at the rate of 20% per year after completing two years of service (so that they are 100% vested after completing six years of service). The Pension Plan was hard frozen during the year ended December 31, 2023, whereby no further benefits would accrue and was terminated during the year ended December 31, 2024. The expense recognized in connection with the Pension Plan totaled approximately $480,000 and $390,000 for the years ended December 31, 2025 and 2024, respectively. Needham Bank terminated the Pension Plan in 2024 and made a final contribution of $1.1 million in January 2025 and received a refund of $740,000 in August 2025 and the Pension Plan became fully liquidated at that time. ESOP. In connection with the conversion, Needham Bank adopted an ESOP for eligible employees. Eligible employees include employees who have attained age 21 and have completed one year of service. Eligible employees enter the ESOP upon the first entry date commencing on or after the eligible employee’s completion of 1,000 hours of service during a continuous 12-month period. All of our named executive officers participate in the ESOP on the same terms as other eligible employees. Each year, in connection with the annual ESOP loan payment, 1/20th of the unallocated ESOP shares held in the ESOP Trust are allocated to participant accounts based on each participant’s proportional share of eligible plan compensation relative to all participants in the ESOP. The record keeper for the ESOP allocates the released shares among the participants’ accounts based on each participant’s proportional share of compensation relative to all participants. Participants vest in their ESOP benefit after three years of service, such that the participants will be 100% vested upon completion of three years of credited services. Participants employed by the Bank immediately prior to the Bank’s mutual-to-stock conversion receive credit for vesting purposes for years of service prior to adoption of the ESOP. Participants also will become fully vested upon normal retirement, death or disability, a change in control, or termination of the ESOP. Generally, participants will receive distributions from the ESOP upon separation from service with the Bank. The ESOP reallocates any unvested shares forfeited upon termination of employment among the remaining participants. Share Ownership Guidelines. Effective January 2025, the Company’s Board of Directors believes that the Company’s most senior executives (including its NEOs) should hold meaningful stock ownership positions in the Company, in part to align the NEOs’ interests with those of the Company’s shareholders. Under the management stock ownership guidelines, each NEO is required to hold shares of the Company’s stock, with the aggregate value, as set forth below:

  48. Executive Compensation

    | Title | Multiple of Annual Base Salary | | Chief Executive Officer | Five (5) Times | | All Other Named Executive Officers | Three (3) Times |

  49. Executive Compensation

    To attain this ownership threshold, each NEO will have the longer of five (5) years from (i) January 2025, which is the date of implementation of the stock ownership guidelines, or (ii) the date that an officer becomes an NEO. There shall be a one-year holding period for 50% of a NEO’s vested shares (except in order to satisfy tax withholding obligations or to satisfy payment of an option exercise price) until the NEO has met, and continues to meet, his or her applicable minimum holding requirement. Holdings that satisfy a NEO’s stock ownership requirement include all outstanding shares held directly, shares held through a 401(k) or ESOP, and all unvested time-based restricted shares awarded to a NEO. Unvested awards of performance-based restricted shares, stock options, warrants or other rights not listed above exercisable for or convertible into shares of common stock do not count towards satisfying the ownership requirement unless and until shares under such awards are issued to a NEO. Compliance with stock ownership guidelines is evaluated annually as of the last business day of the calendar year. The value of stock held is based on the price at which the executive purchased or was awarded or allocated the shares. An NEO is not required to purchase additional shares to satisfy the applicable ownership requirement in the event of a decline in the Company’s stock price, but the NEO is generally prohibited from selling or transferring shares until the minimum ownership requirement has been achieved, except as otherwise determined by the Compensation Committee.

  50. Directors’ Compensation

    | | Fees Earned or | Restricted | All Other | | | | Paid in Cash | Stock Awards | Compensation | Total | | Name | ($) | ($) (1) | ($) | ($) | | Paul Ayoub | 100,000 | 1,235,200 | — | 1,335,200 | | William Darcey | 110,000 | 1,235,200 | — | 1,345,200 | | Susan Elliott | 115,000 | 1,235,200 | — | 1,350,200 | | Angela Jackson | 100,000 | 1,235,200 | — | 1,335,200 | | Christopher Lynch | 110,000 | 1,235,200 | — | 1,345,200 | | Kenneth Montgomery | 100,000 | 1,235,200 | — | 1,335,200 | | Joseph Nolan | 100,000 | 1,235,200 | — | 1,335,200 | | Francis Orfanello | 125,000 | 1,235,200 | — | 1,360,200 | | Hope Pascucci | 100,000 | 1,235,200 | — | 1,335,200 | | Joseph Reilly (2) | 12,500 | — | — | 12,500 | | Raza Shaikh | 100,000 | 1,235,200 | — | 1,335,200 | | Mark Whalen | 110,000 | 1,235,200 | — | 1,345,200 |