DEF 14A of NBT Bancorp Inc, Apr 5, 2024

DEF 14A of NBT Bancorp Inc

Filed Apr 5, 2024 · FY20230001140361-24-018165

Open on EDGAR

  1. PROPOSAL 1: Election of Directors

    PROPOSAL 1: Election of Directors The Company elects all directors annually. Therefore, all thirteen directors are standing for election at the 2024 Annual Meeting. The persons named in the enclosed proxy intend to vote the shares of our common stock represented by each proxy properly executed and returned to us FOR the election of the aforementioned nominees as directors, but if the nominees should be unable to serve, they will vote such proxies for those substitute nominees as our Board shall designate to replace those nominees who are unable to serve. Our Board currently believes that each nominee will stand for election and will serve if elected as a director. Assuming the presence of a quorum at the Annual Meeting, in order for each of the thirteen director nominees to be elected, more votes must be cast FOR the director nominee than AGAINST (Proposal 1). A director who fails to receive more votes FOR his or her election than AGAINST will tender his or her resignation to the Board of Directors for consideration, and our Nominating and Corporate Governance Committee will recommend to the Board of Directors whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will consider the recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of election results.

  2. Information as to Nominees

    Information as to Nominees Information regarding the nominees is provided below. Each biography contains information regarding each person’s business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experience, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that such person should serve as a director at the time of filing of this proxy statement. Unless otherwise stated, each individual has held his or her current occupation for the last five years. The age indicated in each director’s biography is as of December 31, 2023. There are no family relationships among the directors or executives. All nominees are or will also become members of the board of directors of NBT Bank, N.A. (“NBT Bank”).

  3. Director Retiring in 2024

    Director Retiring in 2024

  4. Director Retiring in 2024

    | | James H. Douglas James H. Douglas, 72, will retire as a director upon the expiration of his term at the 2024 Annual Meeting. Mr. Douglas has been a director of NBT and NBT Bank since January 2011. Mr. Douglas served the people of Vermont for more than 35 years, as a representative, Secretary of State, State Treasurer and Governor. Mr. Douglas is an executive in residence at Middlebury College, serves on several boards and has been active in numerous community organizations. NBT’s Board of Directors are deeply appreciative of Mr. Douglas’ leadership, wise counsel, commitment to NBT and his faithfulness to NBT’s community banking. |

  5. Board Nominees for 2024

    Board Nominees for 2024

  6. Board Nominees for 2024

    | Age: 68 Director Since: 2005 Committees Risk Management | Martin A. Dietrich Martin A. Dietrich, 68, served as the President of the Company from 2004 to 2016, Chief Executive Officer of the Company from 2006 through 2016 and President and CEO of NBT Bank from 2004 through 2016. Prior to that, Mr. Dietrich was President and Chief Operating Officer of NBT Bank from September 1999 to December 2003. He has served as Chair of the NBT and NBT Bank Boards since May 2016. Mr. Dietrich has been a director of NBT Bank since 2003, and of NBT since 2005. He is currently a director of Preferred Mutual Insurance Company, New York Bankers Association and Norwich Building Tomorrow Foundation, Inc. Mr. Dietrich’s past leadership as President and Chief Executive Officer of NBT and NBT Bank provides him with thorough knowledge of the Company’s opportunities, challenges and operations. Skills and Qualifications: Accounting/Finance, Regulatory, Legal, Technology/Cybersecurity, Banking, CEO, Human Resources, Risk Management, Non-profit, Government, Corporate Board, Public Company Board |

  7. Board Nominees for 2024

    | Age: 65 Director Since: 2016 Committees Risk Management | John H. Watt, Jr. John H. Watt, Jr., 65, has served as the President and Chief Executive Officer of the Company since 2016. He will step down from this position on May 21, 2024 and continue to serve on the Board. Prior to that, Mr. Watt was an Executive Vice President of the Company and President of NBT Bank. He became a member of the Company’s executive management team in 2015. He joined the Company and NBT Bank in 2014. Mr. Watt provided executive leadership for key functions, including commercial and consumer lending, credit administration and marketing. Mr. Watt became a director of NBT and NBT Bank in December 2016. Mr. Watt has over thirty-five years of experience in the financial services industry. 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. Mr. Watt has served on numerous community-oriented boards in upstate New York, most recently on the finance committee of the Foundation of The Episcopal Diocese of Central New York, the finance committee of the Allyn Foundation, treasurer of the St. James Episcopal Foundation, member of the Board of Directors of the Chenango County United Way and as President of the board of On Point for College in Syracuse, NY. He is a graduate of Rutgers University with a bachelor’s degree in political science and earned his Juris Doctor from the National Law Center at George Washington University. Mr. Watt’s past experience and current leadership as President and CEO of NBT and NBT Bank provides him with thorough knowledge of the Company’s opportunities, challenges and operations. Skills and Qualifications: Accounting/Finance, Regulatory, Legal, Technology/Cybersecurity, Banking, CEO, Human Resources, Risk Management, Non-profit, Government, Corporate Board, Public Company Board |

  8. Board Nominees for 2024

    | Age: 59 | Scott A. Kingsley Scott A. Kingsley, 59, joined NBT in 2021 as Executive Vice President and Chief Financial Officer. He will succeed Mr. Watt as President and Chief Executive Officer of NBT on May 21, 2024. He has more than 35 years of experience, including 16 years as a member of the management team at Community Bank System, Inc., where he served as Chief Operating Officer and, prior to that, as Chief Financial Officer. Mr. Kingsley started his career with PricewaterhouseCoopers, LLP before joining the Carlisle Companies, Inc., a publicly traded global manufacturer and distributor, where he served in financial and operational leadership roles. A Certified Public Accountant, Kingsley earned his bachelor’s degree in accounting at Clarkson University. Skills and Qualifications: Accounting/Finance, Regulatory, Legal, Technology/Cybersecurity, Banking, Human Resources, Risk Management, Non-profit, Corporate Board, Public Company Board |

  9. Board Nominees for 2024

    | Age: 64 Director Since: 2023 Committees Risk Management | Richard J. Cantele, Jr. Richard J. Cantele, Jr., 64, the Executive Vice President, Strategic Integration of NBT, was appointed to the NBT Board upon Salisbury’s merger with NBT in 2023. Mr. Cantele has over 40 years of experience in banking, having joined Salisbury Bank and Trust Company in 1981. Mr. Cantele served as an executive officer of Salisbury beginning in 2001 and as an executive officer of Salisbury Bank and Trust Company beginning in 1989, and became President and Chief Operating Officer of both entities in 2005 and was named President and CEO in 2009, where he served until Salisbury’s merger with NBT in 2023. Mr. Cantele was appointed to the NBT Board upon Salisbury’s merger with NBT in 2023. Mr. Cantele earned his bachelor's degree in finance from Fairfield University, and is a graduate of the Stonier Graduate School of Banking. Active in the community, Mr. Cantele became a Director of Sharon Hospital in 2017 and Chairman of the Sharon Hospital Board in 2020. Skills and Qualifications: Accounting/Finance, Regulatory, Legal, Technology/Cybersecurity, Banking, CEO, Human Resources, Risk Management, Non-profit, Government, Corporate Board, Public Company Board |

  10. Board Nominees for 2024

    | Age: 47 Director Since: 2020 Committees Nominating and Corporate Governance Risk Management | Johanna R. Ames Johanna R. Ames, 47, was appointed to the NBT and NBT Bank boards in September 2020. She served as President of Ames Linen Service, a woman-owned textile rental company, from 2007 to 2023 and continues to own an operating division of the corporation. As an investor, she serves as an Operations Executive for ImageFirst Healthcare Linen Services. Ms. Ames served on NBT Bank’s Southern Tier Advisory Board from 2016 to 2020. Ms. Ames is also on the Boards of Directors for Guthrie Healthcare System, Inc. and the Cortland County Business Development/Industrial Development Agency. Ms. Ames is the immediate past chair of the Cortland College Foundation Board of Directors and is a member of the Colgate University Alumni Council. Ms. Ames’ experience as a business owner in NBT’s market area provides the Board with insight into the needs of NBT’s customers, and she is well suited to advise NBT with its challenges, opportunities and operations. Skills and Qualifications: Accounting/Finance, Regulatory, CEO, Human Resources, Risk Management, Non-profit, Corporate Board |

  11. Board Nominees for 2024

    | Age: 56 Director Since: 2021 Committees Audit Compensation and Benefits | J. David Brown J. David Brown, 56, has been employed by the Capital District YMCA in Albany, New York since 1993, and has been its President & CEO since 2007. Mr. Brown has previously served as a Director of the Saratoga National Bank and the NBT Bank Capital District Advisory Board. Mr. Brown was a member of the Siena College Board of Trustees, Governor’s Regional Economic Council and the Diversity & Inclusion Council for the YMCA of the USA. His awards and recognitions include the Director of the Year from the Association of YMCA Professionals, NYS Governor’s African American Community Distinction, 40 Elite Alumni Honoree and 40 Under Forty Honoree by the Capital District Business Review. His strong executive experience in the non-profit sector and knowledge of NBT’s Capital Region market make Mr. Brown a valuable addition to the Board. Skills and Qualifications: Accounting/Finance, Regulatory, Legal, Banking, CEO, Human Resources, Risk Management, Non-profit, Government, Corporate Board, Public Company Board |

  12. Board Nominees for 2024

    | Age: 61 Director Since: 2011 Committees Compensation and Benefits (Chair) Audit | Timothy E. Delaney Timothy E. Delaney, 61, is the President of the Wesson Group LLC., a position he has held since 2014. Mr. Delaney is Founder and former President of The Delaney Group, Inc. and is a former Executive Vice President of its successor company, Tetra Tech Construction, Inc. and former President of Tetra Tech Canada Construction. Together, these companies make up the North American Renewable Construction division of Tetra Tech, Inc. (Nasdaq: TTEK), and have been principally engaged in energy-related, heavy civil engineering and construction since 1982. Mr. Delaney has been a director of NBT since January 2011 and has been a director of NBT Bank since 2006. He currently serves as Chair of NBT’s Compensation and Benefits Committee. Mr. Delaney’s experience as a business owner in NBT’s market area and experience as an NBT Bank director provides the Board with insight into the needs of NBT’s customers, executive management experience and insight into NBT’s challenges, opportunities and operations. Skills and Qualifications: Accounting/Finance, Regulatory, Legal, Banking, CEO, Human Resources, Risk Management, Non-profit, Corporate Board |

  13. Board Nominees for 2024

    | Age: 54 Director Since: 2022 Committees Audit Compensation and Benefits | Heidi M. Hoeller Heidi M. Hoeller, 54, is a retired partner of PricewaterhouseCoopers LLP (“PwC”) with over 25 years of experience as a leader in audit and financial services. Ms. Hoeller held numerous positions at PwC from November 1993 until her retirement in June 2019. She spent most of her career in the Northeast, where she served as audit partner on a diverse portfolio of clients within the insurance sector. Prior to her retirement, she was a financial services partner in PwC’s National Quality Organization. She is a director of Preferred Mutual Insurance Company, Vice Chair of the Utica University Board of Trustees, a member of the American Institute of Certified Public Accountants and a CPA licensed in New York. Ms. Hoeller was appointed to the NBT and NBT Bank Boards in January 2022. Skills and Qualifications: Accounting/Finance, Regulatory, Legal, Technology/Cybersecurity, Banking, Human Resources, Risk Management, Non-profit, Corporate Board, Public Company Board |

  14. Board Nominees for 2024

    | Age: 66 Director Since: 2016 Committees Compensation and Benefits Risk Management | Andrew S. Kowalczyk III Andrew S. Kowalczyk III, 67, is an attorney and partner at Kowalczyk & Deery, LLP in Utica, New York. His practice focuses on banking, business, corporate and real estate law. 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 NBT Bank’s board in October 2010 and NBT’s board in May 2016. He is a member of the board of directors of Mohawk Valley Health System (“MVHS”), a not-for-profit hospital corporation. Mr. Kowalczyk participates as a board member and is a member of the audit, investment and pension and governance committees of MVHS. Mr. Kowalczyk brings leadership experience, legal technical expertise and Utica and Mohawk Valley area market knowledge. Skills and Qualifications: Accounting/Finance, Regulatory, Legal, Technology/Cybersecurity, Banking, Human Resources, Risk Management, Non-profit, Corporate Board |

  15. Board Nominees for 2024

    | Age: 67 Director Since: 2016 Committees Audit Nominating and Corporate Governance (Chair) | V. Daniel Robinson II V. Daniel Robinson II, 67, has served on the Board of Directors of New York Central Mutual Fire Insurance Company (“NYCM”) since 1986, and is currently its Chairman of the Board. From 1993 to 1999 he was President and Chief Operating Officer of NYCM, then was President and Chief Operating Officer from 2002 to 2022. Formerly the President and Chief Executive Officer of automobile insurer A. Central Insurance Company, a subsidiary of NYCM, from 2002 to 2022, Mr. Robinson is now its Chairman of the Board. He has been a director of A.F. Stager Independent Adjustors since 1991 and was its President from 2018 through February 2022. He was a member of the Excellus BlueCross BlueShield Utica Regional Advisory Board from 2014 to 2022. Mr. Robinson served on the Board of A. O. Fox Hospital, an affiliate association with Bassett Health Care Network, from 2012 to 2016 and continues his board membership with Basset Health Care Network. Mr. Robinson earned his bachelor’s degree in marketing from St. Bonaventure University. He was appointed to NBT Bank’s board in March 2008 and NBT’s board in May 2016. Mr. Robinson provides executive leadership experience and knowledge of NBT’s Central New York market. Skills and Qualifications: Accounting/Finance, Regulatory, Legal, Technology/Cybersecurity, Banking, CEO, Human Resources, Risk Management, Non-profit, Government, Corporate Board, Public Company Board |

  16. Board Nominees for 2024

    | Age: 68 Director Since: 2016 Committees Audit Compensation and Benefits Risk Management (Chair) | Matthew J. Salanger Matthew J. Salanger, 68, was the longest-serving President and Chief Executive Officer of United Health Services, Inc. (“UHS”), having held the position from 2007 to 2017. He also served as President and Chief Executive Officer for UHS Hospitals, including UHS Binghamton General Hospital and UHS Wilson Medical Center from 1994 to 2017. Upon his retirement as President and Chief Executive Officer he continued to provide strategic, part-time guidance to UHS as Senior Strategic Advisor from 2018 to 2022. He is a member of the UHS, Inc. and UHS Hospitals Boards and Executive Committees. Mr. Salanger is a Fellow of the American College of Healthcare Executives, is licensed as a NYS nursing home administrator, is a member of the Binghamton University Council and has completed an appointment by former New York State Governor Paterson on the State’s Board of Examiners of Nursing Home Administrators. He earned a Bachelor of Arts degree at the University at Albany/SUNY and a master’s degree in Hospital and Health Administration at Xavier University. He was appointed to NBT Bank’s board in January 2011 and NBT’s board in May 2016. He serves as the Chair of the Risk Committee of NBT. Mr. Salanger brings executive leadership experience, board experience and knowledge of our Binghamton area market. Skills and Qualifications: Accounting/Finance, Regulatory, Legal, Technology/Cybersecurity, Banking, CEO, Human Resources, Risk Management, Non-profit, Corporate Board |

  17. Board Nominees for 2024

    | Age: 71 Director Since: 2013 Committees Audit (Chair) Nominating and Corporate Governance Risk Management | Lowell A. Seifter Lowell A. Seifter, 71, was General Counsel of St. Joseph’s Hospital Health Center in Syracuse, New York through December 2019 and Senior Counsel of Trinity Health through December 2021. He was a founding member of Green & Seifter Attorneys, PLLC, now known as Bousquet Holstein Attorneys, PLLC, where he practiced law from 1977 until 2011. He has returned to that firm on an Of Counsel basis beginning January 2022. From 2002 until 2006, Mr. Seifter was a member of the board of directors of Bridge Street Financial, Inc. and its banking subsidiary, Oswego County National Bank. From 2006 until the merger with NBT, Mr. Seifter served on the Board of Directors of Alliance Financial Corporation and its subsidiary Alliance Bank where he was Chairman of the Compensation Committee and member of the Governance, Business Development and Risk Committees. Mr. Seifter received a B.S. degree from Syracuse University, a Juris Doctor degree from Syracuse University College of Law and is a non-practicing certified public accountant. Mr. Seifter brings technical expertise, leadership experience, industry knowledge and an understanding of the Syracuse market area. Mr. Seifter is the Chair of the Audit Committee. Skills and Qualifications: Accounting/Finance, Regulatory, Legal, Technology/Cybersecurity, Banking, CEO, Human Resources, Risk Management, Non-profit, Government, Corporate Board, Public Company Board |

  18. Board Nominees for 2024

    | Age: 71 Director Since: 2013 Committees Risk Management Compensation and Benefits Nominating and Corporate Governance | Jack H. Webb Jack H. Webb, 71, was the Chairman and Chief Executive Officer of Alliance Financial Corporation from January 2002 until March 2013 when the company merged with NBT, at which time Mr. Webb became Executive Vice President of Strategic Support for NBT until May 2015. In March 2013, Mr. Webb also became a director of NBT and NBT Bank. Prior to the merger, he was also the President and Chief Executive Officer of Alliance Bank. He joined Alliance Financial Corporation in May 2000 after a 26-year career with Chase Manhattan Bank. He is the Chairman of the Board of Managers for Dolphin Green & Gold Fund, LLC for the Madden School of Business at Lemoyne College. Mr. Webb graduated from the Rochester Business Institute. His day-to-day leadership of Alliance Financial Corporation and Alliance Bank provides him with thorough knowledge of the financial services industry as well as NBT’s Syracuse market. Mr. Webb previously served on the advisory board of CNY Lifetime Healthcare. Skills and Qualifications: Accounting/Finance, Regulatory, Legal, Technology/Cybersecurity, Banking, CEO, Human Resources, Risk Management, Non-profit, Government, Corporate Board, Public Company Board |

  19. Board Nominees for 2024

    The Board of Directors unanimously recommends that stockholders vote “FOR” the election of all of its director nominees.

  20. Director Compensation

    Director Compensation A compensation analysis, including a peer comparison, was completed in 2023. The goal of the study was to evaluate our director’s compensation against our peer group to ensure the Company’s compensation practices for our directors is consistent with banks our size and within our similar markets. The analysis identified current trends and levels of director fees. The Board based on the recommendation of the Compensation and Benefits Committee with input from its independent compensation consultant eliminated the per meeting fees and implemented a retainer-based compensation structure by introducing a committee member retainer. In addition, the vesting time period for restricted stock units was changed from a three-year vesting period to a one-year vesting period to be more in alignment with the annual election period for the members of the Board. The peer group methodology used in the director compensation analysis was consistent with the Company’s methodology as outlined herein. Set forth below is the fee schedule for non-executive directors as of December 31, 2023:

  21. Director Compensation

    | Annual Retainer Fees | Cash | Restricted Stock Units | | Chair: | | | | NBT Bancorp Inc. Board | $64,500 | $20,500 | | NBT Bank, N.A. Board | $64,500 | $20,500 | | Audit Committee | $15,000 | $— | | Risk Management Committee | $15,000 | $— | | All Other Committees | $10,000 | $— | | Member: | | | | NBT Bancorp Inc. Board | $37,000 | $20,500 | | NBT Bank, N.A. Board | $37,000 | $20,500 | | Committee Member Retainer: | | | | Audit and Risk Committees | $7,500 | $— | | All Other Committees | $5,000 | $— |

  22. Director Compensation

    The restricted stock unit awards in 2023 were issued pursuant to the 2018 Plan. The restricted stock units awarded to the non-employee directors vest 100% one year after the grant date.

  23. Director Compensation Table

    Director Compensation Table

  24. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) (3) | All Other Compensation ($) (4) | Total ($) | | Johanna R. Ames | 107,900 | 39,600 | 1,714 | 149,214 | | J. David Brown | 101,700 | 39,600 | — | 141,300 | | Timothy E. Delaney | 105,500 | 39,600 | 827 | 145,927 | | Martin A. Dietrich | 155,500 | 39,600 | 11,692 | 206,792 | | James H. Douglas (5) | 100,500 | 39,600 | — | 140,100 | | Heidi M. Hoeller | 102,900 | 39,600 | — | 142,500 | | Andrew S. Kowalczyk III | 107,900 | 39,600 | 5,380 | 152,880 | | V. Daniel Robinson II | 104,300 | 39,600 | — | 143,900 | | Matthew J. Salanger | 120,300 | 39,600 | 1,253 | 161,153 | | Joseph A. Santangelo (6) | 9,000 | — | 12,176 | 21,176 | | Lowell A. Seifter | 111,700 | 39,600 | 4,253 | 155,553 | | Jack H. Webb | 110,500 | 39,600 | 4,534 | 154,634 |

  25. Director Compensation Table

    | (1) Includes all fees earned during the fiscal year, whether such fees were paid currently or deferred. |

  26. Director Compensation Table

    | (2) These amounts reflect the aggregate grant date fair value of restricted stock unit awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The director restricted stock unit awards granted for fiscal year ending December 31, 2023, were issued as of May 16, 2023, and the per share fair market value was $31.68. Assumptions used in the calculation of these amounts are materially consistent with those that are included in footnote 13 to the Company’s audited consolidated financial statements contained in its Annual Report on Form 10-K. |

  27. Director Compensation Table

    | (3) The aggregate number of outstanding awards as of December 31, 2023, is as follows: |

  28. Director Compensation Table

    | Name | Unvested Restricted Stock Units | | Johanna R. Ames | 2,291 | | J. David Brown | 2,291 | | Timothy E. Delaney | 2,291 | | Martin A. Dietrich | 2,291 | | James H. Douglas | 2,291 | | Heidi M. Hoeller | 2,143 | | Andrew S. Kowalczyk III | 2,291 | | V. Daniel Robinson II | 2,291 | | Matthew J. Salanger | 2,291 | | Lowell A. Seifter | 2,291 | | Jack H. Webb | 2,291 |

  29. Director Compensation Table

    | (4) All other compensation includes: cash dividends received on restricted stock and deferred stock granted pursuant to the Non-Employee Directors’ Restricted and Deferred Stock Plan and the Omnibus Plans for all non-employee directors totaling $41,829. Mr. Dietrich’s all other compensation also includes amounts earned as an employee of the Company prior to retirement as follows: $7,020 in health and life insurance premiums and $4,673 for the value of split dollar life insurance premiums paid. |

  30. Director Compensation Table

    | (5) Mr. Douglas will retire as a director upon the expiration of his term at the 2024 Annual Meeting. |

  31. Director Compensation Table

    | (6) Mr. Santangelo retired as director upon the expiration of his term at the 2023 Annual Meeting. |

  32. Executive Summary

    | Program | Changes | | Short-Term Cash Incentive Compensation | Moved from a program with a single metric to a scorecard approach with multiple metrics, including both quantitative and qualitative measures | | Long-Term Equity-Based Incentive Compensation | Performance measurement period changed from one year to three years Focus on two key shareholder-aligned metrics, ROATCE and TSR, rather than five metrics: ROAA, ROATCE, NIM, NPAs and Efficiency Ratio Measure performance on a relative basis only Performance comparator group changed from a smaller compensation peer group to broader comparator group Refine relative performance goals from rank to percent rank |

  33. Overview

    | • | Closely aligned with both short-term and long-term stockholder interests; |

  34. Compensation Governance Practices

    | • | Linking a significant portion of compensation to performance through the use of short-term (cash) and long-term (equity) compensation to encourage both proactivity and long-term sustainability. |

  35. Compensation Governance Practices

    | • | Employing a variety of performance metrics to fully assess performance and mitigate excessive risk. |

  36. Compensation Governance Practices

    | • | Building in appropriate levels of negative discretion to adjust incentive payouts if results are not aligned with credit quality, regulatory compliance or leading indicators of future financial results. Positive discretion is permitted under special circumstances. |

  37. Compensation Governance Practices

    | • | Assessing fairness of pay by analyzing the CEO pay ratio and pay equity for women and underrepresented groups. There is a formal commitment to increase Board and management diversity. |

  38. Compensation Governance Practices

    | • | Using equity incentives to promote total return to stockholders, long-term performance and executive retention. |

  39. Compensation Governance Practices

    | • | Utilizing an independent compensation consultant who advises and reports directly to the Committee. |

  40. Compensation Governance Practices

    | • | Including clawback policies applicable to incentive and equity compensation. |

  41. Our Compensation Components

    | Compensation Component | Description | Purpose | | Base Salary | Pay to recognize executive’s role, responsibilities, skills, experience, individual achievements and Company performance. | To provide competitive and fair fixed compensation. | | Short-Term Cash Incentive Compensation | Annual cash rewards for achievements approved on a balanced scorecard of multiple metrics and individual goals. | To provide market competitive compensation. To motivate and reward executives for achieving annual Company, department and individual goals which support our long-term strategic plan. | | Long-Term Equity-Based Incentive Compensation | Performance-based restricted stock units that vest based on future performance. Time-vesting restricted stock units granted based on individual performance and earned over a designated time-period. Both allow for a reduction in the award based on an NEO’s individual performance. | To strengthen pay for performance alignment, a significant portion of equity awards is performance-based. To align executive interests with long-term interests of the Company and stockholders, provide rewards for superior performance, encourage stock ownership and enhance our ability to retain our top talent. |

  42. Our Compensation Components

    Our ability to attract and retain an exceptional leadership team also depends on having a full complement of compensation tools available to us and the flexibility to use them. This includes retirement and other limited benefits and perquisites, as well as the ability to leverage employment, change in control and severance agreements.

  43. Our Compensation Components

    | Compensation Component | Description | Purpose | | Retirement Benefits | NEOs participate in Company-wide tax-qualified plans, including the Pension Plan (a defined benefit pension plan) and the 401(k) Plan & ESOP. NEOs are eligible to receive a discretionary Company contribution to the deferred compensation plan based on Company and individual performance. The CEO participates in a Supplemental Executive Retirement Plan (“SERP”). | To provide market-competitive and reasonable retirement benefits. To enhance the Company’s ability to attract and retain the executives. | | Perquisites and Other Personal Benefits | Benefits may include automobiles, life and disability insurance, long-term care insurance and club dues. Eligibility for each perquisite varies depending on the position of the NEO. | To attract and retain superior executive employees and foster continuity in executive leadership. | | Termination and Severance Pay | The NEOs have employment agreements providing post-termination severance compensation under certain scenarios, including a change in control. | To assist in attracting and retaining the NEOs and to minimize the impact on the executives when exploring or executing strategic change in control opportunities. |

  44. Benchmarking

    Benchmarking The compensation review process entailed the use of survey data and peer group information prepared and presented by the consultant. The peer group used as reference for 2023 TDC and financial performance comparisons consists of community-based banking organizations with assets between $5 billion and $20 billion (approximately 0.5x – 2x the Company’s asset size), operating in a market similar to the Company’s and competing for comparable executive talent. The peer group utilized for the 2023 pay analysis consisted of the following companies.

  45. Benchmarking

    | Berkshire Hills Bancorp, Inc. | First Merchants Corporation | Park National Corporation | | Brookline Bancorp, Inc. | Heartland Financial USA, Inc. | Premier Financial Corp. | | Community Bank System, Inc. | Independent Bank Corp. | Provident Financial Services, Inc. | | Customers Bancorp, Inc. | Merchants Bancorp | S&T Bancorp, Inc. | | First Busey Corporation | Northwest Bancshares, Inc. | Tompkins Financial Corporation | | First Commonwealth Financial Corporation | Ocean First Financial Corp. | WesBanco, Inc. | | First Financial Bancorp. | | |

  46. Benchmarking

    The Committee generally sets target TDC, which reflects base salary, short-term incentives and long-term incentives that are commensurate with market median (or practice) for each individual’s role. After reviewing the benchmark study, the Committee determined the TDC targets are appropriate and consistent with this approach. It is important to note that this market data was not the sole determinant in setting executive pay levels. The Committee also considers corporate and individual performance, the nature of an individual’s role within the Company, as well as his or her experience and contributions to his or her current role when making its compensation-related decisions.

  47. Pay for Performance

    Pay for Performance At the request of the Committee, the consultant conducts regular analyses to monitor pay and performance alignment (both financial and operational) resulting from its pay decisions for the CEO. The goal is to use this information as a reference for assessing the effectiveness of the pay programs and pay decisions. The consultant analyzes the realizable pay against an array of performance metrics. Realizable pay is defined as the current value of compensation granted during the measurement period including annual cash salary paid, annual short-term incentive payments, current value of time-based equity granted and current value of long-term performance equity awards. It is the Committee’s philosophy to reward the CEO for operational excellence. Operational excellence is achieved by selecting a composite of key financial metrics which define management’s strategic objectives. They are tied, for the most part, to the primary performance metrics used in the short and long-term incentive plans. The Committee reviews these regularly in light of the Company’s financial performance. The 2023 study revealed that realizable pay of the Company’s CEO is aligned with operational performance for both the one-year and three-year performance periods using key metrics (normalized diluted EPS growth, ROAA, ROATCE, NPA/Total Assets, Efficiency Ratio, TSR and Net Interest Margin).

  48. 2023 Goals and Performance

    | Metric | Weight | Threshold (50%) | Target (100%) | Maximum (150%) | Actual Achievement in 2023 | Weighted Attainment Percentage in 2023 | | EPS | 50% | $3.40 | $3.65 | $3.90 | $2.65 | —% | | Loan Growth | 10% | 2.8% | 4.0% | 5.3% | 3.9% | 9.7% | | Deposit Growth | 10% | 2.5% | 3.8% | 5.0% | 1.8% | —% | | Net Charge-off Ratio | 10% | 0.41% | 0.28% | 0.16% | 0.19% | 13.8% | | Efficiency Ratio | 10% | 59.4% | 58.1% | 56.9% | 60.4% | —% | | Strategic Goals | 10% | Successful consummation of the Salisbury merger including timely regulatory filings, core system conversion, rebranding and cost-savings achievement | | | Near Maximum | 14.5% | | Total | 100% | 50% Composite Threshold | | | | 38.0% |

  49. Payout

    Payout For 2023, the composite threshold of 50% on the scorecard was not met, and therefore, no short-term incentive compensation was earned.

  50. Payout

    | Named Executive Officer | 2023 Target Incentive ($) | Actual Performance Achievement | 2023 Incentive Earned ($) | | John H. Watt, Jr. | $645,000 | Below composite threshold | $— | | Scott A. Kingsley | $236,391 | Below composite threshold | $— | | Joseph R. Stagliano | $202,549 | Below composite threshold | $— | | Ruth H. Mahoney | $186,749 | Below composite threshold | $— | | M. Randolph Sparks | $184,039 | Below composite threshold | $— |

  51. Long-Term Incentive Awards

    Long-Term Incentive Awards

  52. 2023 Executive Long-Term Incentive and Retention Equity Awards

    2023 Executive Long-Term Incentive and Retention Equity Awards In 2022, the committee initiated a comprehensive review of the Long-Term Incentive Plan (“LTIP”) design for the 2023 – 2025 performance period, including a review of market competitive practices. Based on the review and subsequent discussions, the committee refined the program to change the metrics, relative comparators, and the measurement period. The following provides an overview of the key features of the 2023 LTIP.

  53. 2023 Executive Long-Term Incentive and Retention Equity Awards

    | Feature | 2023 – 2025 LTIP | | Long-term Incentive Mix (no change) | Performance Units (50% of target award): Vest based on the Company’s achievement of specific performance goals established on the grant date (the outcome of which is substantially uncertain on such date) over a three-year performance period; and Retention Units (50% of target award): Time-based Restricted Stock Units subject to a five-year vesting schedule. | | Vesting (no change) | Performance Units: 3-year cliff vesting. Retention Units: 5-year ratable vesting. | | Performance Measurement Period | Changed from two annual measurements based on relative performance to 3-year relative performance. | | Metrics | Changed from a composite of financial metrics (ROA, ROATCE, NIM, NPAs, and Efficiency Ratio) to two key shareholder aligned metrics: 3-year average ROATCE and 3-year relative TSR. | | Performance Comparison Group | Changed from the compensation peer group to a broader industry comparator group for a larger sample size. Performance comparison group consists of 37 banks with assets between $7.5 billion and $30 billion and headquarters located in the Mid-Atlantic and Northeast regions of the United States. | | Payout Ranges and Goals | Payout ranges, 50% - 150% of the target remained the same, but performance goals were changed from a rank approach to percentile ranks to reflect the larger sample size of the performance comparison group. |

  54. 2023 Executive Long-Term Incentive and Retention Equity Awards

    In March 2023, the Committee granted each NEO Long-Term Incentive and Retention Equity Awards under the 2018 Plan. The long-term incentive awards are generally granted at the target level but can vary from target values to reflect corporate and individual performance and unique circumstances. LTI awards (in the form of restricted stock units) are long-term, equity-based incentives that link executive compensation to the Company’s profitability and stockholder value. Each participant has a target opportunity, defined as a percentage of base salary, which may be reduced by individual factors. The following awards were granted in 2023:

  55. 2023 Executive Long-Term Incentive and Retention Equity Awards

    | Named Executive Officer | Target Opportunity (% of Salary) | Retention Units | Performance Units | | John H. Watt, Jr. | 90% | 11,121 | 11,121 | | Scott A. Kingsley | 55% | 4,151 | 4,151 | | Joseph R. Stagliano | 55% | 3,379 | 3,379 | | Ruth H. Mahoney | 55% | 2,951 | 2,951 | | M. Randolph Sparks | 55% | 3,232 | 3,232 |

  56. 2023 Executive Long-Term Incentive and Retention Equity Awards

    The number of units granted is based on the closing price of the Company’s common stock on the date of the grant. No dividends or dividend equivalents are currently paid on any unvested awards. At the time of grant, both the Performance Units and Retention Units could be reduced based on individual performance.

  57. 2023 Performance Units

    2023 Performance Units The performance unit awards granted in 2023 provide our NEOs with the opportunity to receive between 0% and 150% of the performance units based on NBT’s level of achievement of the following performance goals during the three-year performance period beginning on January 1, 2023 and ending on December 31, 2025.

  58. 2023 Performance Units

    | | 2023 – 2025 Performance Units Performance Goals | | | | | Performance Goals | Weight % | Threshold (50%) | Target (100%) | Maximum (150%) | | Relative 3-year average ROATCE | 70% | 35th Percentile | 55th Percentile | 75th Percentile | | Relative 3-year TSR | 30% | 35th Percentile | 55th Percentile | 75th Percentile |

  59. 2023 Performance Units

    The new performance comparison group for the relative ROATCE and TSR metrics consists of the following companies: Fulton Financial Corporation, Flagstar Bancorp, Inc., Eastern Bankshares, Inc., WSFS Financial Corporation, Independent Bank Corp., First BanCorp., Heartland Financial USA, Inc., Customers Bancorp, Inc., First Financial Bancorp., Community Bank System, Inc., First Merchants Corporation, TFS Financial Corporation, Northwest Bancshares, Inc., Enterprise Financial Services Corp, Provident Financial Services, Inc., Sandy Spring Bancorp, Inc., First Busey Corporation, OceanFirst Financial Corp., Berkshire Hills Bancorp, Inc., Dime Community Bancshares, Inc., Eagle Bancorp, Inc., Lakeland Bancorp, Inc., OFG Bancorp, Merchants Bancorp, First Commonwealth Financial, Park National Corporation, Capitol Federal Financial, Inc., S&T Bancorp, Inc., Columbia Financial, Inc., Brookline Bancorp, Inc., ConnectOne Bancorp, Inc., Flushing Financial Corporation, 1st Source Corporation, Tompkins Financial Corporation, Stock Yards Bancorp, Inc., Amalgamated Financial Corp., Premier Financial Corp. If any of the performance comparison group companies is de-registered or acquired prior to the end of the performance period, it will be removed for the entire performance period and will not be replaced.

  60. 2022 Performance Units

    2022 Performance Units Performance Units awarded in 2022 earned 110% of target based on 2022 relative performance against a comparative peer group on the composite score of five metrics, ROA, ROATCE, NIM, NPAs and Efficiency Ratio. Payouts are subject to reduction based on 2023 relative performance composite score for the same metrics. No reduction was applied for the 2022 performance units since the 2023 relative performance composite score was above the 50th percentile. The 2022 performance awards are subject to a 1-year time-based vesting and will vest in January 2025.

  61. Risk Assessment

    | • | Performance metrics associated with each plan; |

  62. Risk Assessment

    | • | Conditions of payout; |

  63. Risk Assessment

    | • | Major business risks that might be impacted by performance metrics; |

  64. Risk Assessment

    | • | Correlation of plan’s performance metrics to the Company’s overall business objectives; |

  65. Retirement Plans

    Retirement Plans Defined Benefit Pension Plan The eligible NEOs participate in the Pension Plan, which is a noncontributory, tax-qualified defined benefit pension plan. The Pension Plan is available to all Company employees who have attained age 21 and have completed one year of service, as defined in the Pension Plan. The Pension Plan provides for 100% vesting after three years of qualified service. The Pension Plan has a cash balance feature, in which all of the eligible NEOs participate. The footnotes to the Pension Benefits Table included herein, including the narrative discussion that follows such table, contain a detailed description of the defined benefit/cash balance pension plan, including a description of the eligibility, crediting, vesting, mortality, and other terms and assumptions used for the calculation of Pension Plan benefits. Participants in the Pension Plan are eligible for additional discretionary contributions to the 401(k) Plan & ESOP in lieu of interest credits to the cash balance portion of the Pension Plan. Supplemental Retirement Benefits The CEO participates in a SERP, which is principally designed to restore benefits that would have been paid to him if certain federal tax limitations were not in effect, as well as to attract and retain qualified and experienced executive officers. The SERP is embodied in an agreement between the Company and the CEO. The narrative that follows the Nonqualified Deferred Compensation table included herein contains a detailed description of the SERP. 401(k) Plan & Employee Stock Ownership Plan The 401(k) Plan & ESOP is a tax-qualified defined contribution retirement savings plan available to all Company employees who have attained age 21 and are either scheduled to complete one year of service or have completed one year of service (1,000 hours of service in a twelve-month period), as defined by the 401(k) Plan & ESOP. Employees are eligible to enroll on the first of the month following 30 days of service. Participants in the 401(k) Plan & ESOP may contribute up to the limit prescribed by the Internal Revenue Service on a before-tax or after-tax basis. The Company matches 100% of the first 1% of pay contributed to the plan plus 50% of the next 5% of compensation for a maximum matching contribution of 3.5% of compensation. Additionally, the Company can make discretionary contributions to the 401(k) Plan & ESOP based on its financial performance. All Company contributions to this retirement plan since 2013 have been made in cash and vest at the rate of 20% per year with full vesting following five years of benefit service. Prior to 2013, Company contributions were made in Company stock. The NEOs participate in the 401(k) Plan & ESOP. The Company may make discretionary contributions to the 401(k) portion of the 401(k) Plan & ESOP to offset the elimination of interest credits to the Pension Plan, as described above. The value of Company contributions to the 401(k) Plan & ESOP are included in the Summary Compensation Table included herein. Deferred Compensation Plan and Other Compensation Deferrals The Deferred Compensation Plan allows the NEOs, and such other key employees as the Committee may approve annually, to defer some or all of their salary, commissions and/or bonus, to a future date. The Deferred Compensation Plan also permits the Company to make discretionary contributions to the accounts of eligible employees. Eligible employees are generally those employees determined to be highly-compensated employees of the Company. In addition, the Omnibus Plans permit award recipients to defer receipt of vested equity awards to a future date. Certain NEOs elected to defer compensation or received discretionary contributions as detailed in the Nonqualified Deferred Compensation table included herein. The Company awarded Messrs. Watt, Kingsley, Stagliano and Sparks and Ms. Mahoney $300,000, $48,460, $41,522, $37,728, and $73,283, respectively, as discretionary contributions to the Deferred Compensation Plan based upon their 2023 performance. Company contributions are not subject to vesting provisions after 3 years of service.

  66. Section 409A

    Section 409A Section 409A of the Internal Revenue Code (“Section 409A”) generally provides that amounts deferred under a nonqualified deferred compensation plan are currently includible in an employee’s gross income to the extent not subject to a substantial risk of forfeiture, unless certain requirements are met or exemptions apply. Section 409A applies to most forms of deferred compensation, including but not limited to, nonqualified deferred compensation plans or arrangements, certain equity-based performance awards and severance plans or individual severance arrangements contained within employment agreements. Generally, under Section 409A, any severance arrangement not in compliance with Section 409A covering an NEO pursuant to an employment or change in control agreement, any deferrals under a nonqualified deferred compensation plan that do not comply with Section 409A, or any stock option award grants with an exercise price of less than fair market value on the date of grant may subject the applicable employee to: (1) current income inclusion of the relevant amounts; (2) interest at the IRS underpayment rate; and (3) an additional 20% excise tax. The Nonqualified Deferred Compensation Table included herein provides detailed information about the Company’s nonqualified deferred compensation arrangements.

  67. Sections 4999 and 280G

    Sections 4999 and 280G Section 4999 of the Internal Revenue Code imposes a 20% excise tax on certain “excess parachute payments” made to “disqualified individuals.” Under Section 280G of the Internal Revenue Code, such excess parachute payments are also nondeductible to the Company. If payments that are contingent on a change in control to a disqualified individual (which terms include the NEOs) equal or exceed three times the individual’s “base amount,” they constitute “excess parachute payments” to the extent they exceed one times the individual’s base amount. All the Company’s NEO employment agreements provide for a cutback of change in control benefits in circumstances where the executive would not be better off on a net after-tax basis by at least $50,000 by being paid the full change in control benefit. In circumstances where the executive will be better off by at least $50,000 on a net after-tax basis by being paid the full change in control benefit owed, the executive will be responsible for the payment of all excise taxes. However, neither the Company nor NBT Bank will be permitted to claim a federal income tax deduction for the portion of the change in control benefit that constitutes an “excess parachute payment.”

  68. Summary Compensation Table

    Summary Compensation Table

  69. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | | John H. Watt, Jr. President and Chief Executive Officer | 2023 | 860,000 | — | 685,744 | — | 585,612 | 390,844 | 2,522,200 | | | 2022 | 835,000 | — | 718,779 | 939,375 | 255,176 | 366,584 | 3,114,914 | | | 2021 | 800,000 | — | 725,136 | 585,040 | 317,897 | 338,068 | 2,766,141 | | Scott A. Kingsley Executive Vice President and Chief Financial Officer | 2023 | 525,313 | — | 255,960 | — | 4,060 | 78,934 | 864,267 | | | 2022 | 512,500 | — | 376,793 | 348,500 | 3,289 | 110,563 | 1,351,645 | | | 2021 | 238,462 | — | 114,065 | 118,975 | — | 85,272 | 556,774 | | Joseph R. Stagliano Executive Vice President and President of Retail Community Banking | 2023 | 450,108 | — | 208,355 | — | 22,450 | 59,649 | 740,562 | | | 2022 | 439,130 | — | 230,999 | 283,678 | — | 86,930 | 1,040,737 | | | 2021 | 422,240 | — | 233,868 | 200,944 | 10,447 | 84,177 | 951,676 | | Ruth H. Mahoney Executive Vice President and President of Wealth Management | 2023 | 414,997 | — | 181,966 | — | 3,542 | 103,832 | 704,337 | | | 2022 | 404,875 | — | 287,942 | 247,784 | 2,849 | 131,709 | 1,075,159 | | M. Randolph Sparks Executive Vice President and General Counsel | 2023 | 408,975 | 100,000 | 293,370 | — | 4,962 | 57,507 | 864,814 | | | 2022 | 276,231 | 50,000 | 207,958 | 190,372 | — | 229,627 | 954,188 |

  70. Summary Compensation Table

    | (1) Certain NEOs deferred a portion of their salary. The deferred portion of their 2023 salary is included in the amounts set forth in the table and is detailed in the Nonqualified Deferred Compensation table included herein. Mr. Kingsley’s annual base salary for 2021 was $500,000 and the amount in the table above represented the amount earned from his start date of July 6, 2021 through December 31, 2021. Mr. Spark’s annual base salary for 2022 was $399,000 and the amount in the table above represented the amount earned from his start date of April 18, 2022 through December 31, 2022. |

  71. Summary Compensation Table

    | (2) Mr. Sparks received a $50,000 signing bonus when his employment started in April 2022 and a $100,000 bonus in January 2023 pursuant to the terms of his employment agreement. |

  72. Summary Compensation Table

    | (3) These amounts reflect the aggregate grant date fair value of the performance-based restricted stock unit awards and the retention restricted stock unit awards granted under the Omnibus Plan, computed in accordance with FASB ASC Topic 718. The assumptions used to calculate the fair value of the 2023 stock awards are materially consistent with those used to calculate the 2023 stock expense, which are set forth in footnote 13 to the Company’s audited consolidated financial statements contained in the Company’s Form 10-K for the year ended December 31, 2023. For performance restricted stock units, the grant date fair value is based on the number of units that was earned at 100% of target based on 2023 performance, 110% of target based upon 2022 performance and 120% of target based upon 2021 performance. The value of the award assuming the highest level of performance conditions are achieved for the 2023, 2022, and 2021 (if applicable) awards would be: Mr. Watt. ($506,152, $376,497 and $494,657); Mr. Kingsley ($188,926 and $141,212); Mr. Stagliano ($153,789, $120,995 and $159,548); Ms. Mahoney ($134,310 and $111,560); and Mr. Sparks ($147,096 and $118,644). For the number of shares of retention and performance-based restricted stock units awarded in 2023, see the Grants of Plan-Based Awards Table. |

  73. Summary Compensation Table

    | (4) These amounts reflect cash awards to Messrs. Watt, Kingsley, Stagliano and Sparks and Ms. Mahoney under the EICP in 2022 and 2021, which were paid within the first quarter of the following calendar year. Certain NEOs deferred a portion of the 2022 and 2021 awards. |

  74. Summary Compensation Table

    | (5) The amounts reflect solely the actuarial increase in the present value of the NEOs’ benefits under all qualified and non-qualified pension plans established by the Company determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements as set forth in footnote 12 to the Company’s audited consolidated financial statements contained in the Company’s Form 10-K for the year ended December 31, 2023, and includes amounts which the NEOs may not currently be entitled to receive because such amounts are not vested. With respect to Mr. Stagliano, no amount is reported in the table for 2022 as the change in the actuarial present value of his benefits under all qualified and non-qualified pension plans was -$5,889. This was largely due to the increase in the discount rate used to value the change in actuarial present value (increased from 3.35% to 5.66%). |

  75. Summary Compensation Table

    | (6) These amounts reflect the following items as applicable for each NEO for 2023: |

  76. Summary Compensation Table

    | Compensation | John H. Watt, Jr. | Scott A. Kingsley | Joseph R. Stagliano | Ruth A. Mahoney | M. Randolph Sparks | | Value of matching and discretionary contributions to the 401(k) Plan & ESOP | $20,902 | $11,671 | $14,342 | $11,671 | $11,550 | | Value of life and disability insurance premiums paid by the Company | $7,572 | $4,802 | $3,785 | $6,160 | $8,229 | | Value of Perquisites and Other Personal Benefits (a) | $17,080 | $14,001 | $— | $12,718 | $— | | Value of contributions to the Deferred Compensation Plan earned in 2023 (b) | $300,000 | $48,460 | $41,522 | $73,283 | $37,728 | | Value of dividends on deferred equity awards | $45,290 | $— | $— | $— | $— |

  77. Summary Compensation Table

    | (a) The amount shown for Mr. Watt consists of personal vehicle use of $5,681 and club memberships of $11,399. The amount shown for Mr. Kingsley consists of personal vehicle use of $4,426 and club memberships of $9,575. The amount shown for Ms. Mahoney consists of personal vehicle use of $7,761 and club memberships of $4,957. |

  78. Summary Compensation Table

    | (b) The Committee approved a discretionary contribution of 34.0% of Mr. Watt’s base salary and 9% of Messrs. Kingsley’s, Stagliano’s, Spark’s and Ms. Mahoney’s base salary in January 2024 as a result of their 2023 performance. Ms. Mahoney received a $35,000 contribution pursuant to the terms of her employment agreement. |

  79. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about plan-based awards to the NEOs under the Company’s cash and equity incentive plans during 2023.

  80. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares or Stock Units (#) (3) | Grant Date Fair Market Value ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | John H. Watt, Jr. | 3/20/2023 | 326,800 | 645,000 | 971,800 | 5,561 | 11,121 | 16,682 | | 337,434 | | | 3/20/2023 | | | | | | | 11,121 | 348,310 | | Scott A. Kingsley | 3/20/2023 | 120,822 | 236,391 | 357,213 | 2,076 | 4,151 | 6,227 | | 125,951 | | | 3/20/2023 | | | | | | | 4,151 | 130,009 | | Joseph R. Stagliano | 3/20/2023 | 103,525 | 202,549 | 306,073 | 1,690 | 3,379 | 5,069 | | 102,525 | | | 3/20/2023 | | | | | | | 3,379 | 105,830 | | Ruth H. Mahoney | 3/20/2023 | 95,449 | 186,749 | 282,198 | 1,476 | 2,951 | 4,427 | | 89,541 | | | 3/20/2023 | | | | | | | 2,951 | 92,425 | | M. Randolph Sparks | 3/20/2023 | 94,064 | 184,039 | 278,103 | 1,616 | 3,232 | 4,848 | | 98,064 | | | 3/20/2023 | | | | | | | 3,232 | 101,226 | | | 4/15/2023 (4) | | | | | | | 3,000 | 94,080 |

  81. Grants of Plan-Based Awards

    | (1) Estimated Possible Payouts Under Non-Equity Incentive Plan Awards are a product of a percentage of base salary in accordance with the EICP, a detailed description of which appears in the Executive Incentive Compensation Plan section included herein. |

  82. Grants of Plan-Based Awards

    | (2) The restricted stock units in columns (f), (g) and (h) represent performance-based restricted stock unit awards issued pursuant to the 2018 Plan. The performance-based restricted stock units are earned over a three-year performance period, based on relative three-year average ROATCE and relative three-year TSR. Relative performance will assess the Company’s performance compared to a Custom Industry Index (as defined in the award agreement). The performance period is January 1, 2023 to December 31, 2025. Depending on the achievement level of the three-year performance goals, the NEOs may receive the maximum, target, or no shares from this award. Actual vesting will occur after the Committee has reviewed and approved the performance results following the performance period and after the release of the financial results of the Custom Industry Index. |

  83. Grants of Plan-Based Awards

    | (3) The restricted stock units in column (i) represent the retention restricted stock unit awards issued pursuant to the 2018 Plan that vest annually in five substantially equal installments beginning in 2024, with the exception of Mr. Sparks’ April 15, 2023 award which 100% vests in two years. |

  84. Grants of Plan-Based Awards

    | (4) The April 15, 2023 restricted stock unit award was issued pursuant to the terms of his employment agreement with the Company. |

  85. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information about outstanding equity awards under the Company’s equity compensation plans at December 31, 2023, whether granted in 2023 or earlier, including awards that have been transferred other than for value.

  86. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | (a) | | (g) | (h) | (i) | (j) | | John H. Watt, Jr. | 3/20/2023 | 11,121 (2) | 466,081 | — | — | | | 3/20/2023 | — | — | 11,121 (3) | 466,081 | | | 3/21/2022 | 7,923 (2) | 332,053 | — | — | | | 3/21/2022 | 10,894 (4)(5) | 456,568 | — | — | | | 3/22/2021 | 5,412 (2) | 226,817 | — | — | | | 3/22/2021 | 10,824 (4)(5) | 453,634 | — | — | | | 3/23/2020 | 4,331 (2) | 181,512 | — | — | | | 3/25/2019 | 1,631 (2) | 68,355 | — | — | | Scott A. Kingsley | 3/20/2023 | 4,151 (2) | 173,968 | — | — | | | 3/20/2023 | — | — | 4,151 (3)(4) | 173,968 | | | 7/6/2022 | 2,000 (6) | 83,820 | — | — | | | 3/21/2022 | 2,972 (2) | 124,557 | — | — | | | 3/21/2022 | 4,086 (4)(5) | 171,244 | — | — | | | 7/6/2021 | 1,167 (6) | 48,909 | — | — | | Joseph R. Stagliano | 3/20/2023 | 3,379 (2) | 141,614 | — | — | | | 3/20/2023 | — | — | 3,379 (3) | 141,614 | | | 3/21/2022 | 2,546 (2) | 106,703 | — | — | | | 3/21/2022 | 3,501 (5) | 146,727 | — | — | | | 3/22/2021 | 1,745 (2) | 73,133 | — | — | | | 3/22/2021 | 3,491 (5) | 146,308 | — | — | | | 3/23/2020 | 1,571 (2) | 65,841 | — | — | | | 3/25/2019 | 638 (2) | 26,739 | — | — | | | 1/1/2012 | 1,000 (7) | 41,910 | — | — | | Ruth A. Mahoney | 3/20/2023 | 2,951 (2) | 123,676 | — | — | | | 3/20/2023 | — | — | 2,951 (3) | 123,676 | | | 8/30/2022 | 2,100 (8) | 88,011 | — | — | | | 3/21/2022 | 2,348 (2) | 98,405 | — | — | | | 3/21/2022 | 3,228 (5) | 135,285 | — | — | | | 8/30/2021 | 2,000 (8) | 83,820 | — | — | | M. Randolph Sparks | 4/15/2023 | 3,000 (9) | 125,730 | — | — | | | 3/20/2023 | 3,232 (2) | 135,453 | — | — | | | 3/20/2023 | — | — | 3,232 (3) | 135,453 | | | 4/18/2022 | 2,496 (2) | 104,607 | — | — | | | 4/18/2022 | 3,433 (5) | 143,877 | — | — |

  87. Outstanding Equity Awards at Fiscal Year-End

    | (1) The market values of these shares are based on the closing market price of the Company’s common stock on the Nasdaq Stock Market of $41.91 on December 29, 2023. |

  88. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents time-based restricted stock unit awards that vest 20% annually over five years. |

  89. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents performance based restricted stock unit awards that are earned over a three-year performance period. |

  90. Outstanding Equity Awards at Fiscal Year-End

    | (4) The executive has deferred this award. |

  91. Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents performance based restricted stock unit awards that are earned over a two-year performance period. |

  92. Outstanding Equity Awards at Fiscal Year-End

    | (6) Represents time-based restricted stock unit awards that vest 33% annually over three years. |

  93. Outstanding Equity Awards at Fiscal Year-End

    | (7) Long-Term Incentive Plan awards vest in full upon NEO’s retirement subject to four years of service and reaching age 55. |

  94. Outstanding Equity Awards at Fiscal Year-End

    | (8) Represents time-based restricted stock unit awards that vest 100% three years after the date of grant. |

  95. Outstanding Equity Awards at Fiscal Year-End

    | (9) Represents time-based restricted stock unit awards that vest 100% two years after the date of grant. |

  96. Stock Vested

    Stock Vested The following table provides information about shares vested for each NEO during 2023.

  97. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | (a) | (d) | (e) | | John H. Watt, Jr. | 23,074 | 1,015,487 | | Scott A. Kingsley | 2,910 | 104,275 | | Joseph R. Stagliano | 8,322 | 366,251 | | Ruth H. Mahoney | 587 | 25,834 | | M. Randolph Sparks | 625 | 27,506 |

  98. Stock Vested

    | (1) For Mr. Watt, this amount includes 13,359 restricted stock units, the receipt of which was deferred under the terms of the Deferred Compensation Plan and the Omnibus Plans. |

  99. Stock Vested

    | (2) The “Value Realized on Vesting” is equal to the per share market value of the underlying shares on the vesting date multiplied by the number of shares acquired on vesting. |

  100. Pension Benefits Table

    Pension Benefits Table The following table includes information about each NEO’s benefits under the Company’s Pension Plan and the CEO’s SERP. Messrs. Kingsley, Stagliano and Sparks and Ms. Mahoney do not have a SERP with the Company.

  101. Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | | (a) | (b) | (c) | (d) | | John H. Watt, Jr. | NBT Bancorp Inc. Defined Benefit Plan | 9.00 | 641,998 | | | Supplemental Executive Retirement Plan | 7.00 | 1,465,967 | | Scott A. Kingsley | NBT Bancorp Inc. Defined Benefit Plan | 2.00 | 7,349 | | Joseph R. Stagliano | NBT Bancorp Inc. Defined Benefit Plan | 24.00 | 176,762 | | Ruth H. Mahoney | NBT Bancorp Inc. Defined Benefit Plan | 2.00 | 6,391 | | M. Randolph Sparks | NBT Bancorp Inc. Defined Benefit Plan | 1.00 | 4,962 |

  102. Pension Benefits Table

    | (1) The above amounts were computed using the following significant assumptions: |

  103. Pension Benefits Table

    | • | Mortality for Defined Benefit Plan Benefits — The sex-distinct Amount-Weighted Pri-2012 mortality tables for employees and healthy annuitants with projected mortality improvements using scale MP-2021 on a generational basis. No pre-retirement mortality was assumed. |

  104. Pension Benefits Table

    | • | Mortality for SERP Benefits — The sex-distinct white collar Amount-Weighted Pri-2012 mortality tables for employees and healthy annuitants with projected mortality improvements using scale MP-2021 on a generational basis. No pre-retirement mortality was assumed. |

  105. Pension Benefits Table

    | • | Discount Rate — 5.48% for Defined Benefit Plan Benefits, 5.56% for SERP benefit. |

  106. Pension Benefits Table

    | • | Salary Increases — 3.00% for Defined Benefit Plan Benefits and SERP benefits. |

  107. Pension Benefits Table

    | • | Interest Rate Credit for determining projected cash balance account earned as of December 31, 2009 — 4.66%. |

  108. Pension Benefits Table

    | • | Interest rates to annuitize cash balance accounts — The three segment interest rates for November 2023 (5.50%, 5.76% and 5.83%) under Internal Revenue Code Section 417(e). Segment 1 is applied to benefit payments expected to be made in the first 5 years, segment 2 is applied to benefit payments expected to be made in the next 15 years and segment 3 is applied thereafter. |

  109. Pension Benefits Table

    | • | Mortality to annuitize cash balance accounts — The current applicable mortality table under IRC Section 417(e)(3) that would apply to a distribution with an annuity starting date occurring on the measurement date. |

  110. Pension Benefits Table

    | • | Assumed Retirement Age — Age 65 for Defined Benefit Plan Benefits and age 68 and one month for Mr. Watt’s SERP. |

  111. Pension Benefits Table

    | • | Credited service under the Defined Benefit Plan is based on date of participation, not date of hire; the first year of service is excluded. Credited service under each SERP is earned from the effective date of the agreement. |

  112. Pension Benefits Table

    | • | ESOP Balance and 401(k) Balance Expected Rate of Return — 8.00% per year for Mr. Watt’s SERP. |

  113. Pension Benefits Table

    | • | Increase in Internal Revenue Code Limits — 2.50% per year. |

  114. Pension Benefits Table

    Each NEO participates in the Pension Plan. The Pension Plan is a noncontributory, tax-qualified defined benefit pension plan. Eligible employees are those who have attained age 21 and have completed one year of service in which the employee worked at least 1,000 hours. The Pension Plan provides for 100% vesting after three years of qualified service. Benefits payable as an annuity at age 65 are reduced 3% per year for early retirement. Early retirement eligibility is age 55 with 3 years of service. Messrs. Watt and Sparks are eligible for late retirement as of December 31, 2023. Mr. Stagliano is eligible for early retirement as of December 31, 2023. All of the other NEOs are not vested as of December 31, 2023. The Pension Plan, as amended and restated effective January 1, 2009, has received a favorable determination from the Internal Revenue Service that it is qualified under Section 401(a) of the Internal Revenue Code with such letter being effective October 16, 2015. The Pension Plan was converted to a defined benefit plan with a cash balance feature, effective January 1, 2000. Prior to that date, the Pension Plan was a traditional defined benefit pension plan. Each active participant in the Pension Plan as of January 1, 2000 was given a one-time irrevocable election to continue participating in the traditional defined benefit plan design or to begin participating in the new cash balance plan design. All employees who became participants after January 1, 2000 automatically participated in the cash balance plan design. Each of our eligible NEOs participates in the cash balance plan design. Under the cash balance plan design, hypothetical account balances are established for each participant and pension benefits are generally stated as the lump sum amount in that hypothetical account. Notwithstanding the preceding sentence, since a cash balance plan is a defined benefit plan, the annual retirement benefit payable at normal retirement (age 65) is an annuity, which is the actuarial equivalent of the participant’s account balance under the cash balance plan. However, participants may elect, with the consent of their spouses, if they are married, to have the benefits distributed as a lump sum rather than an annuity. In 2023, benefits under the Pension Plan were computed using a cash balance methodology for participants who converted (as described hereafter) that provides for pay-based credits to the participants’ hypothetical accounts equal to 1.5% to 20% (depending on age and other factors) on the first $330,000 of annual eligible compensation. Eligible compensation under the Pension Plan is defined as fixed basic annual salary or wages, commissions, overtime, cash bonuses, and any amount contributed by the Company at the direction of the participant pursuant to a salary reduction agreement and excludible from the participant’s gross income under the Internal Revenue Code, but excluding any other form of remuneration, regardless of the manner calculated or paid, such as amounts realized from severance pay or the Company’s cost for any public or private benefit plan, including the Pension Plan. In addition to the pay-based service credits, annual interest credits are made to the participant’s account balance based on the average annual yield on 30-year U.S. Treasury securities for the November of the prior year. The Pension Plan was amended effective December 31, 2009, such that future pay-based credits will not receive interest credits within the cash balance plan. The interest credits on future pay-based credits will be made as discretionary Company contributions to the 401(k) Plan & ESOP. Hypothetical account balances as of December 31, 2009 will continue to receive annual interest credits as described above. The Pension Plan was amended, effective March 1, 2013, to reduce the future annual pay-based credits for most cash balance design participants from 5% to 2.50% per year. The amendment also froze benefit accruals as of March 1, 2013 for all participants who as of January 1, 2000 elected to continue participating in the traditional defined benefit plan design; their future benefit accruals will be under the cash balance design with annual pay-based credits of 2.50%. The Pension Plan was further amended to provide annual pay-based credits to participants hired on or after January 1, 2017 at a rate of 1.50% per year. The Pension Plan was amended to provide Mr. Watt with a $220,000 increase in his account balance as of December 31, 2023. For 2023, the pay-based credits for Messrs. Watt, Kingsley, Stagliano and Sparks, and Ms. Mahoney, were 20%, 1.5%, 2.5%, 1.5% and 1.5%, respectively. The Company’s contributions to the Pension Plan in 2023 for Messrs. Watt, Kingsley, Stagliano and Sparks, and Ms. Mahoney were $66,000, $4,950, $8,205 $4,950 and $4,950, respectively. There were no payments made to NEOs under the Pension Plan or Mr. Watt’s SERP during 2023.

  115. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table includes information about the activity in, amounts earned, and balances of, the CEO’s SERP and accounts under the Deferred Compensation Plan for the fiscal year ending December 31, 2023.

  116. Nonqualified Deferred Compensation

    | Name | Executive Contributions ($) (1) (2) | Company Contributions ($) (3) (4) | Aggregate Earnings ($) (5) | Aggregate Balance at ($) | | John H. Watt, Jr. | 814,788 | 466,554 | 404,441 | 6,201,518 | | Scott A. Kingsley | 174,713 | 48,460 | 52,679 | 521,625 | | Joseph R. Stagliano | — | 41,522 | 47,147 | 1,037,436 | | Ruth H. Mahoney | 30,000 | 73,283 | 20,115 | 322,539 | | M. Randolph Sparks | — | 37,728 | 6,406 | 105,480 |

  117. Nonqualified Deferred Compensation

    | (1) Mr. Watt contributed $140,906 and $85,952 to the Deferred Compensation Plan, which was reported as non-equity incentive plan compensation and salary, respectively in the Summary Compensation Table included herein. Mr. Kingsley contributed $69,700 and $105,013 to the Deferred Compensation Plan, which was reported as non-equity incentive plan compensation and salary, respectively in the Summary Compensation Table included herein. Ms. Mahoney contributed $30,000 to the Deferred Compensation Plan, which was reported as non-equity incentive plan compensation in the Summary Compensation Table included herein. |

  118. Nonqualified Deferred Compensation

    | (2) Includes $587,930 for Mr. Watt attributable to restricted stock units that vested in 2023 but which were deferred. |

  119. Nonqualified Deferred Compensation

    | (3) The Summary Compensation Table includes registrant discretionary contributions earned in 2023, which are reflected under the “All Other Compensation” column in the Summary Compensation Table. |

  120. Nonqualified Deferred Compensation

    | (4) Includes discretionary contribution amounts earned in 2023 (even if not contributed by the Company until 2024). |

  121. Nonqualified Deferred Compensation

    | (5) The aggregate earnings are from the Deferred Compensation Plan and the SERP. The earnings from the Deferred Compensation Plan are due to market value increases on the investments in the Deferred Compensation Plan, which are not an expense to the Company. |

  122. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control This section describes and quantifies the payments and benefits that would be payable to each NEO in the event of termination of such NEO’s employment or a change in control pursuant to the employment agreements, equity award agreements and supplemental retirement agreements entered into with each NEO, as well as the Company’s benefit plans provided to the NEOs. The information in the table below is based on the assumption, in each case, that termination of employment and/or change in control occurred on December 31, 2023, utilizing a per share stock price of $41.91, the closing market price of the Company’s common stock on such date. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different from those presented in the following table. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the NEO’s age. Some of the amounts shown in the table, as further described in the related footnotes, have been previously accrued as expenses of the Company and will not impact earnings when paid.

  123. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table

  124. Potential Payments Upon Termination or Change in Control Table

    | Name | Benefit | Retirement ($) | Death ($) (1) | Disability ($) | By NBT w/o Cause ($) | By NBT with Cause ($) | By Exec. w/o Good Reason ($) | By Exec. with Good Reason ($) | Change in Control ($) (2) | | John H. Watt, Jr. | Accrued Unpaid Salary & Vacation | 16,538 | 16,538 | 16,538 | 16,538 | 16,538 | 16,538 | 16,538 | 16,538 | | | Deferred Compensation (3) | 4,605,878 | 4,735,551 | 4,735,551 | 4,605,878 | 4,605,878 | 4,605,878 | 4,605,878 | 4,605,878 | | | Severance (4) | — | — | — | 836,451 (5) | — | — | 836,451 | 3,836,410 (6) | | | SERP | 1,465,967 | 1,436,239 | 1,465,967 | 1,465,967 | — | 1,465,967 | 1,465,967 | 1,406,816 (7) | | | Equity Awards | 2,340,380 | 2,651,101 | 2,651,101 | 2,340,380 | — | — | 2,340,380 | 2,651,101 | | | Health & Welfare | — | 500,000 (8) | — (9) | — | — | — | — | 63,780 (10) | | | Sub-Total | 8,428,763 | 9,339,429 | 8,869,157 | 9,265,214 | 4,622,416 | 6,088,383 | 9,265,214 | 12,580,523 | | | Cutback of Change in Control Benefits, if applicable (11) | — | — | — | — | — | — | — | 194,412 | | | Total | 8,428,763 | 9,339,429 | 8,869,157 | 9,265,214 | 4,622,416 | 6,088,383 | 9,265,214 | 12,386,111 | | Scott A. Kingsley | Accrued Unpaid Salary & Vacation | 10,102 | 10,102 | 10,102 | 10,102 | 10,102 | 10,102 | 10,102 | 10,102 | | | Deferred Compensation (3) | 507,341 | 521,625 | 521,625 | 507,341 | 507,341 | 507,341 | 507,341 | 507,341 | | | Severance (4) | — | — | — | 510,928 (12) | — | — | 510,928 | 1,909,984 (13) | | | Equity Awards | — | 776,467 | 776,467 | 660,488 | — | — | 660,488 | 776,467 | | | Health & Welfare | — | — | — | — | — | — | — | 83,132 (10) | | | Sub-Total | 517,443 | 1,308,194 | 1,308,194 | 1,688,859 | 517,443 | 517,443 | 1,688,859 | 3,287,026 | | | Cutback of Change in Control Benefits, if applicable (11) | — | — | — | — | — | — | — | — | | | Total | 517,443 | 1,308,194 | 1,308,194 | 1,688,859 | 517,443 | 517,443 | 1,688,859 | 3,287,026 | | Joseph R. Stagliano | Accrued Unpaid Salary & Vacation | 8,656 | 8,656 | 8,656 | 8,656 | 8,656 | 8,656 | 8,656 | 8,656 | | | Deferred Compensation (3) | 1,009,028 | 1,037,436 | 1,037,436 | 1,009,028 | 1,009,028 | 1,009,028 | 1,009,028 | 1,009,028 | | | Severance (4) | — | — | — | 437,783 (14) | — | — | 437,783 | 1,715,130 (15) | | | Equity Awards | 796,178 | 890,588 | 890,588 | 754,268 | — | — | 754,268 | 890,588 | | | Health & Welfare | — | — | 346,709 (9) | — | — | — | — | 39,528 (10) | | | Sub-Total | 1,813,862 | 1,936,680 | 2,283,389 | 2,209,735 | 1,017,684 | 1,017,684 | 2,209,735 | 3,662,930 | | | Cutback of Change in Control Benefits, if applicable (11) | — | — | — | — | — | — | — | — | | | Total | 1,813,862 | 1,936,680 | 2,283,389 | 2,209,735 | 1,017,684 | 1,017,684 | 2,209,735 | 3,662,930 | | Ruth M. Mahoney | Accrued Unpaid Salary & Vacation | 7,981 | 7,981 | 7,981 | 7,981 | 7,981 | 7,981 | 7,981 | 7,981 | | | Deferred Compensation (3) | 313,707 | 322,539 | 322,539 | 313,707 | 313,707 | 313,707 | 313,707 | 313,707 | | | Severance (4) | — | — | — | 403,633 (16) | — | — | 403,633 | 796,214 (17) | | | Equity Awards | — | 652,874 | 652,874 | 570,423 | — | — | 570,423 | 652,874 | | | Health & Welfare | — | — | 300,888 (9) | — | — | — | — | 1,519 (10) | | | Sub-Total | 321,688 | 983,394 | 1,284,282 | 1,295,744 | 321,688 | 321,688 | 1,295,744 | 1,772,295 | | | Cutback of Change in Control Benefits, if applicable (11) | — | — | — | — | — | — | — | — | | | Total | 321,688 | 983,394 | 1,284,282 | 1,295,744 | 321,688 | 321,688 | 1,295,744 | 1,772,295 | | M. Randolph Sparks | Accrued Unpaid Salary & Vacation | 7,865 | 7,865 | 7,865 | 7,865 | 7,865 | 7,865 | 7,865 | 7,865 | | | Deferred Compensation (3) | 102,592 | 105,480 | 105,480 | 102,592 | 102,592 | 102,592 | 102,592 | 102,592 | | | Severance (4) | — | — | — | 397,776 (18) | — | — | 397,776 | 967,284 (19) | | | Equity Awards | — | 645,121 | 645,121 | 554,819 | — | — | 554,819 | 645,121 | | | Health & Welfare | — | — | — (9) | — | — | — | — | 54,225 (10) | | | Sub-Total | 110,457 | 758,466 | 758,466 | 1,063,052 | 110,457 | 110,457 | 1,063,052 | 1,777,087 | | | Cutback of Change in Control Benefits, if applicable (11) | — | — | — | — | — | — | — | — | | | Total | 110,457 | 758,466 | 758,466 | 1,063,052 | 110,457 | 110,457 | 1,063,052 | 1,777,087 |

  125. Potential Payments Upon Termination or Change in Control Table

    | (1) The Company pays the premiums on a group term life insurance policy providing a death benefit of 1.5 times salary to a maximum of $1.5 million to each NEO (with beneficiaries designated by the named executives). Coverage is reduced to 65% at age 65, and 50% of the original amount at age 70. The values shown in the table on the “Health & Welfare” line do not reflect the death benefit payable to the NEO’s beneficiaries by the Company’s insurer. The premiums associated with the life insurance policies for the year 2023 paid by the Company on behalf of the NEO are included in the Summary Compensation Table under the column “All Other Compensation,” and detailed in footnote 6 to that table. |

  126. Potential Payments Upon Termination or Change in Control Table

    | (2) Change in control severance benefits will only be payable in the following scenarios: (1) the executive is terminated without cause within 24 months following a change in control; or (2) the executive terminates employment for good reason within 24 months following a change in control. |

  127. Potential Payments Upon Termination or Change in Control Table

    | (3) For termination other than death or disability, the deferred compensation payments for Messrs. Watt, Kingsley, Stagliano and Sparks and Ms. Mahoney, are payable in a lump sum or annual installments, based on their election, following separation of service. The amounts shown in the table have been previously accrued as expenses of the Company. These amounts were discounted for six months using the 120% of the semi-annual Applicable Federal Rate for December 2023, equal to 5.71%, to reflect the mandatory six-month waiting period pursuant to Internal Revenue Code Section 409A. |

  128. Potential Payments Upon Termination or Change in Control Table

    | (4) Severance under a change in control situation is computed for the NEO by the following formula for Messrs. Watt, Kingsley and Stagliano: 2.99 multiplied by the sum of their annualized salary for the calendar year in which the change in control of the Company occurred and the average bonus earned for the three previous calendar years. Mr. Sparks’ formula is 2.00 multiplied by |

  129. Potential Payments Upon Termination or Change in Control Table

    the sum of the annualized salary for the calendar year in which the change in control of the Company occurred and the average bonus earned for the three previous calendar years. Ms. Mahoney's formula is 2.00 multiplied by the annualized salary for the calendar year in which the change in control of the Company occurred. The payment is made in three equal annual installments, with the first installment to be made within thirty days of the NEO’s termination and the remaining two installments made on the first business day of January of each of the next two calendar years.

  130. Potential Payments Upon Termination or Change in Control Table

    | (5) As of December 31, 2023, Mr. Watt is entitled to the greater of one-half of his base salary ($430,000) or the unpaid portion of his base salary for the unexpired Term of Employment ($860,000), equal to $860,000, discounted for six months using the 120% of the semi-annual Applicable Federal Rate for December 2023, equal to 5.71%, to reflect the mandatory six-month waiting period pursuant to Section 409A of the Internal Revenue Code. |

  131. Potential Payments Upon Termination or Change in Control Table

    | (6) Mr. Watt is entitled to a benefit under the severance formula, as referenced in footnote (4) above, which is $4,090,734, based on 2023 amounts of $860,000 for salary and $508,138 for average bonus earned in the three previous calendar years. This total is paid in three installments of $1,363,578. The installments are then discounted using the 120% of the semi-annual Applicable Federal Rate for December 2023, equal to 5.71%. The first installment is discounted six months to reflect the mandatory six-month waiting period pursuant to Section 409A of the Internal Revenue Code. The second and third installments are discounted one and two years, respectively. This results in the severance amount of $3,836,410 shown in the table. |

  132. Potential Payments Upon Termination or Change in Control Table

    | (7) The SERP amounts previously accrued as expenses of the Company that would not impact earnings when paid were $1,465,967 for Mr. Watt. |

  133. Potential Payments Upon Termination or Change in Control Table

    | (8) Represents portion of split-dollar life insurance proceeds payable to Mr. Watt’s beneficiary upon his death. |

  134. Potential Payments Upon Termination or Change in Control Table

    | (9) Represents the actuarial net present value as of December 31, 2023, of the payments Messrs. Watt, Stagliano and Sparks and Ms. Mahoney are entitled to under their Executive Long-Term Disability plans. In addition to utilizing the Amount-Weighted Pri-2012 Male and Female Disability Mortality Tables, with projected mortality improvements using Scale MP-2021 on a generational basis, the following assumptions were used to calculate the present value: (1) payments would be made until age 65; (2) discount rate of 4.91%; and (3) annual cost of living adjustment of 0%. Since Messrs. Watt and Sparks are over age 65 as of December 31, 2023, their present value is $0. |

  135. Potential Payments Upon Termination or Change in Control Table

    | (10) Under the change in control provisions in the employment agreements Messrs. Watt and Kingsley are entitled to continuation of all non-cash employee benefit plans, programs or arrangements, for three years (two years for Messrs. Stagliano and Sparks and Ms. Mahoney) following their termination following a change in control of the Company, unless a longer or shorter period is dictated by the terms of the plan or by law. The figure in this row represents the present value of continued medical insurance coverage for 36 months (24 months for Messrs. Stagliano and Sparks and Ms. Mahoney) all at the cost of the Company (generally, 18 months maximum under COBRA, plus the balance of 18 months of medical coverage under a conversion policy—using assumptions mandated by accounting principles generally accepted in the United States of America (“GAAP”); 18 months dental and vision coverage under the Company’s self-insured plans; plus continued premium payment on portable life insurance policies). |

  136. Potential Payments Upon Termination or Change in Control Table

    | (11) The change in control provisions in the employment agreements provide for a cutback of change in control benefits in circumstances where the executive would not be better off on a net after-tax basis by at least $50,000 by being paid the full change in control benefit. In circumstances where the executive will be better off by at least $50,000 on a net-after-tax basis by being paid the full change in control benefit owed, the executive will be responsible for the payment of all excise taxes. However, in such circumstances, neither the Company nor NBT Bank will be permitted to claim a federal income tax deduction for the portion of the change in control benefit that constitutes an “excess parachute payment.” The amounts shown for Messrs. Kingsley, Stagliano and Sparks and Ms. Mahoney do not reflect any benefit cutbacks, as they are better off on a net after-tax basis by more than $50,000 if paid the full amount. The amount shown for Mr. Watt reflects a cutback in his severance payment, as he is not better off on a net after-tax basis by more than $50,000 if paid the full amount owed. After reflection of the benefit cutback, an excise tax would not apply to the change in control benefit for Mr. Watt and all amounts payable would therefore not be rendered nondeductible for purposes of federal income taxes as an excess parachute payment. |

  137. Potential Payments Upon Termination or Change in Control Table

    | (12) As of December 31, 2023, Mr. Kingsley is entitled to the greater of one-half his base salary ($262,656) or the unpaid portion of his base salary for the unexpired Term of Employment ($525,313), equal to $525,313, discounted for six months using the 120% of the semi-annual Applicable Federal Rate for December 2023, equal to 5.71%, to reflect the mandatory six-month waiting period pursuant to Section 409A of the Internal Revenue Code. |

  138. Potential Payments Upon Termination or Change in Control Table

    | (13) Mr. Kingsley is entitled to a benefit under the severance formula, as referenced in footnote (4) above, which is $2,036,601, based on 2023 amounts of $525,313 for salary and $155,825 for average bonus earned in the three previous calendar years. This total is paid in three installments of $678,867. The installments are then discounted using the 120% of the semi-annual Applicable Federal Rate for December 2023, equal to 5.71%. The first installment is discounted six months to reflect the mandatory six-month waiting period pursuant to Section 409A of the Internal Revenue Code. The second and third installments are discounted one and two years, respectively. This results in the severance amount of $1,909,984 shown in the table. |

  139. Potential Payments Upon Termination or Change in Control Table

    | (14) As of December 31, 2023, Mr. Stagliano is entitled to the greater of one-half his base salary ($225,054) or the unpaid portion of his base salary for the unexpired Term of Employment ($450,108), equal to $450,108, discounted for six months using the 120% of the semi-annual Applicable Federal Rate for December 2023, equal to 5.71%, to reflect the mandatory six-month waiting period pursuant to Section 409A of the Internal Revenue Code. |

  140. Potential Payments Upon Termination or Change in Control Table

    | (15) Mr. Stagliano is entitled to a benefit under the severance formula, as referenced in footnote (4) above, which is $1,828,831, based on 2023 amounts of $450,108 for salary and $161,541 for average bonus earned in the previous three calendar years. This total is paid in three installments of $609,610. The installments are then discounted using the 120% of the semi-annual Applicable Federal Rate for December 2023, equal to 5.71%. The first installment is discounted six months to reflect the mandatory six-month waiting period pursuant to Section 409A of the Internal Revenue Code. The second and third installments are discounted one and two years, respectively. This results in the severance amount of $1,715,130 shown in the table. |

  141. Potential Payments Upon Termination or Change in Control Table

    | (16) As of December 31, 2023, Ms. Mahoney is entitled to the greater of one-half of her base salary ($207,499) or the unpaid portion of her base salary for the unexpired Term of Employment ($419,997), equal to $414,997, discounted for six months using the 120% of the semi-annual Applicable Federal Rate for December 2023, equal to 5.71%, to reflect the mandatory six-month waiting period pursuant to Section 409A of the Internal Revenue Code. |

  142. Potential Payments Upon Termination or Change in Control Table

    | (17) Ms. Mahoney is entitled to a benefit under the severance formula, as referenced in footnote (4) above, which is $829,994, based on 2023 amounts of $414,997 for salary. This total is paid in two installments of $414,997. The installments are then discounted using the 120% of the semi-annual Applicable Federal Rate for December 2023, equal to 5.71%. The first installment is discounted six months to reflect the mandatory six-month waiting period pursuant to Section 409A of the Internal Revenue Code. The second installment is discounted one year. This results in the severance amount of $796,214 shown in the table. |

  143. Potential Payments Upon Termination or Change in Control Table

    | (18) As of December 31, 2023, Mr. Sparks is entitled to the greater of one-half of his base salary ($204,488) or the unpaid portion of his base salary for the unexpired Term of Employment ($408,975), equal to $408,975, discounted for six months using the 120% of the semi-annual Applicable Federal Rate for December 2023, equal to 5.71%, to reflect the mandatory six-month waiting period pursuant to Section 409A of the Internal Revenue Code. |

  144. Potential Payments Upon Termination or Change in Control Table

    | (19) Ms. Sparks is entitled to a benefit under the severance formula, as referenced in footnote (4) above, which is $1,008,322, based on 2023 amounts of $408,975 for salary and $95,186 for average bonus earned in 2022 and 2023 because Mr. Sparks did not receive a bonus in 2021. This total is paid in two installments of $504,161. The installments are then discounted using the 120% of the semi-annual Applicable Federal Rate for December 2023, equal to 5.71%. The first installment is discounted six months to reflect the mandatory six-month waiting period pursuant to Section 409A of the Internal Revenue Code. The second installment is discounted one year. This results in the severance amount of $967,284 shown in the table. |

  145. Compensation and Benefits Committee Report

    | CEO Pay Ratio |

  146. CEO Pay Ratio

    CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee. The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. The Company identified the median employee using base salary, bonus, commissions and any long-term incentive stock awards granted in 2023. With the exception of the CEO, all employees of the Company and its subsidiaries who were employed as of December 31, 2023 were included (including subsidiary employees). Base salaries were annualized for employees who were not employed for the full year. After identifying the median employee, the Company calculated annual total compensation for such employee applying the same methodology used in the calculation of the Summary Compensation for our CEO and NEOs. This methodology was the same as was used in calculating the pay ratio for last year’s proxy statement. Mr. Watt’s 2023 annual total compensation was $2,522,200 as reflected in the Summary Compensation Table included in this Proxy Statement. Our median employee’s annual total compensation for 2023 was $59,318. As a result, we estimate that Mr. Watt’s 2023 annual total compensation was approximately 43 times that of our median employee. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  147. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosures provide information about the relationship between executive “Compensation Actually Paid” and the Company’s performance on select financial metrics. For further information regarding our executive compensation programs and our pay-for-performance philosophy, please refer to “Compensation Discussion and Analysis”. The following table sets forth the Compensation Actually Paid to the Company’s CEO and average Compensation Actually Paid to the Company’s other NEOs during 2020 through 2023, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “Compensation Actually Paid”, as defined under SEC rules. In addition, the table provides our cumulative Total Shareholder Return (“TSR”), the cumulative TSR of our peer group TSR (using the KBW Regional Banking index), Net Income and EPS, which is the “company selected measure” chosen for purposes of this disclosure.

  148. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO(1) ($) | Average Summary Compensation Table Total for Other NEOs(2) ($) | Average Compensation Actually Paid to Other NEOs(3) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income(6) ($ thousands) | EPS(7) ($) | | | | | | | TSR(4) ($) | Peer Group TSR(5) ($) | | | | 2023 | 2,522,200 | 2,494,953 | 793,495 | 851,280 | 117.35 | 115.69 | 118,782 | 2.65 | | 2022 | 3,114,914 | 3,616,618 | 1,105,432 | 1,201,906 | 117.46 | 116.15 | 151,995 | 3.52 | | 2021 | 2,766,141 | 3,014,358 | 653,695 | 685,710 | 101.22 | 124.78 | 154,885 | 3.54 | | 2020 | 2,412,229 | 2,249,251 | 815,023 | 703,054 | 81.87 | 91.32 | 104,388 | 2.37 |

  149. Pay Versus Performance

    | (1) The amounts shown above represent “Compensation Actually Paid” to Mr. Watt for each corresponding year, in accordance with the requirements of Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Watt during the applicable year. The adjustments in the below table were made to Mr. Watt’s total compensation in the Summary Compensation Table for each year to determine the “Compensation Actually Paid” pursuant to Item 402(v) of Regulation S-K. |

  150. Pay Versus Performance

    | (2) These amounts reflect the average total compensation reported for the Company’s NEOs as a group (excluding Mr. Watt) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Watt) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2022 Messrs. Kingsley, Stagliano and Sparks, and Ms. Mahoney; (ii) for 2021 Messrs. Kingsley, Moran and Stagliano and Mmes. Burns, Halliday and Wiles; and (iii) for 2020 Messrs. Moran, Brenner and Stagliano and Ms. Scarlett. |

  151. Pay Versus Performance

    | (3) The amounts shown above represent “Compensation Actually Paid” to the other NEOs for each corresponding year, in accordance with the requirements of Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the other NEOs during the applicable year. The adjustments in the below table were made to the other NEOs total compensation in the Summary Compensation Table for each year to determine the “Compensation Actually Paid” pursuant to Item 402(v) of Regulation S-K. |

  152. Pay Versus Performance

    | (4) The amounts shown above represent the Company’s cumulative TSR on an assumed investment of $100 in shares of our common stock over the indicated measurement period. The cumulative TSR reported above was calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment and the difference between our share price at the end and the beginning of the indicated measurement period by our share price at the beginning of the measurement period. |

  153. Pay Versus Performance

    | (5) The peer group for purposes of this table is the KBW Regional Banking Index (“KRX”), which is the same peer group disclosed in the Company’s Annual Report on Form 10-K. |

  154. Pay Versus Performance

    | (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  155. Pay Versus Performance

    | (7) The dollar amounts reported represent the amount of diluted earnings per share reflected in the Company’s audited financial statements for the applicable year. |

  156. Pay Versus Performance

    The following table reconciles the Summary Compensation Table to the Pay Versus Performance Table above for the CEO. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  157. Pay Versus Performance

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Compensation from Summary Compensation Table | 2,522,200 | 3,114,914 | 2,766,141 | 2,412,229 | | Less Grant Date Fair Value of Stock Awards in Covered Year, as reported in the Summary Compensation Table | (685,744) | (718,779) | (725,136) | (652,239) | | Add the Fair Value of Equity Awards Granted During the Covered Year determined as of the end of the Covered Year | 892,414 | 854,897 | 719,074 | 744,286 | | Add Change in Fair Value of Equity Awards Granted in Prior Years that remain outstanding and unvested at the end of the Covered Year | (27,867) | 250,000 | 277,295 | (240,096) | | Change in Fair Value for Equity Awards Granted in Prior Years that vested in the Covered Year | 24,787 | 97,000 | 51,767 | 2,580 | | Less Aggregate Change in the Actuarial Pension Value of the Accumulated Benefit, as Reported in the Summary Compensation Table for the Covered Year | (585,612) | (255,176) | (317,897) | (282,164) | | Add pension value attributable to Covered Year’s service and any change in pension value attributable to plan amendments made in the Covered Year | 354,775 | 273,762 | 243,114 | 264,655 | | Compensation Actually Paid | 2,494,953 | 3,616,618 | 3,014,358 | 2,249,251 |

  158. Pay Versus Performance

    The following table reconciles the Summary Compensation Table to the Pay Versus Performance Table above for the other NEOs. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  159. Pay Versus Performance

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Compensation from Summary Compensation Table | 793,495 | 1,105,432 | 653,695 | 815,023 | | Less Grant Date Fair Value of Stock Awards in Covered Year, as reported in the Summary Compensation Table | (234,913) | (275,923) | (150,859) | (212,900) | | Add the Fair Value of Equity Awards Granted During the Covered Year determined as of the end of the Covered Year | 305,373 | 332,066 | 154,751 | 242,946 | | Add Change in Fair Value of Equity Awards Granted in Prior Years that remain outstanding and unvested at the end of the Covered Year | (6,906) | 29,504 | 55,992 | (139,690) | | Change in Fair Value for Equity Awards Granted in Prior Years that vested in the Covered Year | (1,266) | 9,779 | 27,030 | 1,880 | | Less the fair value of any equity awards granted in a Prior Year that were forfeited in the Covered Year determined as of the end of the Prior Year | — | — | (52,969) | — | | Less Aggregate Change in the Actuarial Pension Value of the Accumulated Benefit, as Reported in the Summary Compensation Table for the Covered Year | (8,753) | (1,535) | (5,097) | (9,208) | | Add pension value attributable to Covered Year’s service and any change in pension value attributable to plan amendments made in the Covered Year | 4,250 | 2,583 | 3,167 | 5,003 | | Compensation Actually Paid | 851,280 | 1,201,906 | 685,710 | 703,054 |

  160. Pay Versus Performance

    The graphs below illustrate the relationship between “Compensation Actually Paid” to our CEO as well as average actual compensation paid to our other NEOs over the indicated years to the Company’s TSR, net income and earnings per share. In addition, the first table below compares our cumulative TSR and peer group cumulative TSR for the indicated years. As also required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, below is an unranked list of the most important financial measures used by the Committee to link executive compensation actually paid to each NEO to Company performance for the 2023 fiscal year:

  161. Pay Versus Performance

    | • | Earnings per share |

  162. Pay Versus Performance

    | • | Return on average tangible common equity |

  163. Pay Versus Performance

    | • | Total shareholder return |

  164. Pay Versus Performance

    | • | Efficiency ratio |

  165. Pay Versus Performance

    | • | Net charge-offs to total loans |

  166. Pay Versus Performance

    | • | Year-over-year loan growth |

  167. Pay Versus Performance

    | • | Year-over-year deposit growth |

  168. Pay Versus Performance

    | Audit Committee Report |

  169. Highlights and Key Features

    | • | Annual non-employee director compensation limit |