DEF 14A of NBT Bancorp Inc, Apr 7, 2025

DEF 14A of NBT Bancorp Inc

Filed Apr 7, 2025 · FY20240001140361-25-012462

Open on EDGAR

  1. Certain Terms

    | Executive Compensation | 41 | | Potential Payments Upon Termination or Change in Control | 48 | | Compensation and Benefits Committee Interlocks and Insider Participation | 54 | | Certain Relationships and Related Party Transactions | 54 | | Policies and Procedures Regarding Transactions with Related Persons | 55 | | Compensation and Benefits Committee Report | 55 | | CEO Pay Ratio | 56 | | Pay Versus Performance | 57 | | Audit Committee Report | 61 | | PROPOSAL 2: Non-Binding Advisory Vote Regarding Compensation of the Named Executive Officers of the Company | 62 | | PROPOSAL 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 63 | | Other Matters | 64 | | Stockholder Proposals for the 2026 Annual Meeting | 64 | | Important Notice Regarding Delivery of Stockholder Documents | 64 | | Other Matters | 64 | | Appendix A: Non-GAAP Reconciliation | A-i |

  2. PROPOSAL 1: Election of Directors

    PROPOSAL 1: Election of Directors The Company elects all directors annually. Therefore, all eleven directors are standing for election at the 2025 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 eleven 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.

  3. 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, 2024. 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”).

  4. Directors Retiring in 2025

    Directors Retiring in 2025

  5. Directors Retiring in 2025

    | | Lowell A. Seifter Lowell A. Seifter, 72, will retire as a director upon the expiration of his term at the 2025 Annual Meeting. Seifter has been a director of NBT and NBT Bank since 2013. Seifter was previously the General Counsel of St. Joseph’s Hospital Health Center and Senior Counsel of Trinity Health. NBT’s Board of Directors is appreciative of Seifter’s leadership, wise counsel and commitment to NBT. |

  6. Directors Retiring in 2025

    | | Jack H. Webb Jack H. Webb, 72, will retire as a director upon the expiration of his term at the 2025 Annual Meeting. Webb was the Chairman and Chief Executive Officer of Alliance Financial Corporation from January 2002 until March 2013 when the company merged with NBT. In March 2013, Webb became a director of NBT and NBT Bank. He is the Chairman of the Board of Managers for Dolphin Green & Gold Fund which is part of the Madden School of Business at Lemoyne College. NBT’s Board of Directors is grateful for Webb’s years of service and dedication to NBT and the banking industry. |

  7. Board Nominees for 2025

    Board Nominees for 2025

  8. Board Nominees for 2025

    | Age: 69 Director Since: 2005 Chair Since: 2016 Committees Risk Management | Martin A. Dietrich Martin A. Dietrich, 69, 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, 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. Dietrich has been a director of NBT Bank since 2003, and of NBT since 2005. He is a director of Preferred Mutual Insurance Company, and Norwich Building Tomorrow Foundation, Inc., and was previously a director of the New York Bankers Association. 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 |

  9. Board Nominees for 2025

    | Age: 66 Director Since: 2016 Committees Risk Management | John H. Watt, Jr. John H. Watt, Jr., 66, was President and Chief Executive Officer of the Company from 2016 to May 2024. Watt was previously an Executive Vice President of the Company and President of NBT Bank. He joined the Company and NBT Bank in 2014 and became a member of the Company’s executive management team in 2015. Watt provided executive leadership for key functions, including commercial and consumer lending, credit administration and marketing. Watt became a director of NBT and NBT Bank in December 2016. 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. Watt is a director of On Point for College in Syracuse, NY. He previously 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 and as a member of the Board of Directors of the United Way of Mid Rural New York. 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. Watt’s past experience including 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 |

  10. Board Nominees for 2025

    | Age: 60 Director Since: 2024 Committees Risk Management | Scott A. Kingsley Scott A. Kingsley, 60, joined NBT in 2021 as Executive Vice President and Chief Financial Officer. In May 2024, he became President and Chief Executive Officer of NBT and was elected to its Board of Directors. 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. 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. Kingsley serves on the Board of Directors of New York Central Mutual Insurance (NYCM), headquartered in Edmeston, NY. He is also a member of the NYCM Audit Committee. In addition, Kingsley was recently named to the Board of Trustees (and Audit Committee) of Clarkson University in Potsdam, NY. Skills and Qualifications: Accounting/Finance, Regulatory, Legal, Technology/Cybersecurity, Banking, CEO, Human Resources, Risk Management, Non-profit, Government, Corporate Board, Public Company Board |

  11. Board Nominees for 2025

    | Age: 48 Director Since: 2020 Committees Audit Nominating and Corporate Governance | Johanna R. Ames Johanna R. Ames, 48, 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. Ames served on NBT Bank’s Southern Tier Advisory Board from 2016 to 2020. Ames is also on the Boards of Directors for Guthrie Healthcare System, Inc. and the Excellus Central New York Regional Advisory Board. Ames is the immediate past chair of the Cortland College Foundation Board of Directors and is a member of the Colgate University Alumni Council. 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 |

  12. Board Nominees for 2025

    | Age: 57 Director Since: 2021 Committees Audit Compensation and Benefits | J. David Brown J. David Brown, 57, has been employed by the Capital District YMCA in Albany, New York since 1993, and has been its President & CEO since 2007. Brown has previously served as a Director of the Saratoga National Bank and the NBT Bank Capital District Advisory Board. 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 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 |

  13. Board Nominees for 2025

    | Age: 65 Director Since: 2023 Committees Risk Management | Richard J. Cantele, Jr. Richard J. Cantele, Jr., 65, was appointed to the NBT Board upon Salisbury Bank’s merger with NBT in 2023. He was previously the Executive Vice President, Strategic Integration at NBT. Cantele has over 40 years of experience in banking, having joined Salisbury Bank and Trust Company in 1981. 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. He subsequently 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. Cantele was appointed to the NBT Board upon Salisbury’s merger with NBT in 2023. 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, 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 |

  14. Board Nominees for 2025

    | Age: 62 Director Since: 2011 Committees Compensation and Benefits (Chair) Risk Management | Timothy E. Delaney Timothy E. Delaney, 62, is the President of the Wesson Group LLC., a position he has held since 2014. 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. 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. 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 |

  15. Board Nominees for 2025

    | Age: 55 Director Since: 2022 Committees Audit Compensation and Benefits Risk Management | Heidi M. Hoeller Heidi M. Hoeller, 55, is a retired partner of PricewaterhouseCoopers LLP (“PwC”) with over 25 years of experience as a leader in audit and financial services. 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. 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 |

  16. Board Nominees for 2025

    | Age: 68 Director Since: 2016 Committees Audit Nominating and Corporate Governance | Andrew S. Kowalczyk III Andrew S. Kowalczyk III, 68, is an attorney and partner at Kowalczyk Law Firm, 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. 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. Kowalczyk participates as a board member and is a member of the audit, investment and pension and governance committees of MVHS. 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 |

  17. Board Nominees for 2025

    | Age: 68 Director Since: 2016 Committees Audit Nominating and Corporate Governance (Chair) | V. Daniel Robinson II V. Daniel Robinson II, 68, 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 Executive 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, 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. Robinson is currently Vice Chair of the Basset Health Care Network board of directors. He was a member of the Excellus BlueCross BlueShield Utica Regional Advisory Board from 2014 to 2022. Robinson served on the Board of A. O. Fox Hospital, an affiliate association with Bassett Health Care Network, from 2012 to 2016. 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. 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 |

  18. Board Nominees for 2025

    | Age: 69 Director Since: 2016 Committees Audit Compensation and Benefits Nominating and Corporate Governance Risk Management (Chair) | Matthew J. Salanger Matthew J. Salanger, 69, 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, as well as board chair of the Southern New York Indemnity Liability Company. Salanger is a Fellow of the American College of Healthcare Executives, is licensed as a NYS nursing home administrator, was a member of the Binghamton University Council (2009-2023) and 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. 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 |

  19. Board Nominees for 2025

    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 2024. 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 determined that director compensation was aligned with peer median and no changes were made to director compensation in 2024. 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-employee directors as of December 31, 2024:

  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 granted in 2024 were issued pursuant to the 2024 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 | 96,500 | 39,676 | 4,208 | 140,384 | | J. David Brown | 91,500 | 39,676 | — | 131,176 | | Richard J. Cantele, Jr. | 64,426 | 28,090 | 8,939 | 101,455 | | Timothy E. Delaney | 96,500 | 39,676 | 880 | 137,056 | | Martin A. Dietrich | 146,500 | 39,676 | 9,784 | 195,960 | | James H. Douglas (5) | — | — | 244 | 244 | | Heidi M. Hoeller | 94,000 | 39,676 | — | 133,676 | | Andrew S. Kowalczyk III | 96,500 | 39,676 | 7,995 | 144,171 | | V. Daniel Robinson II | 96,500 | 39,676 | — | 136,176 | | Matthew J. Salanger | 106,500 | 39,676 | 2,298 | 148,474 | | Lowell A. Seifter (6) | 101,500 | 39,676 | 6,104 | 147,280 | | Jack H. Webb (6) | 94,000 | 39,676 | 7,095 | 140,771 |

  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, 2024, were issued as of May 21, 2024, and the per share fair market value was $37.15. Cantele received a pro-rata restricted stock unit award granted on August 17, 2024 in connection with his commencement of service as a non-employee director, and the per share market value was $45.16. 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, 2024, is as follows: |

  28. Director Compensation Table

    | Name | Unvested Restricted Stock Units | | Johanna R. Ames | 1,437 | | J. David Brown | 1,437 | | Richard J. Cantele, Jr. | 622 | | Timothy E. Delaney | 1,437 | | Martin A. Dietrich | 1,437 | | Heidi M. Hoeller | 1,515 | | Andrew S. Kowalczyk III | 1,437 | | V. Daniel Robinson II | 1,437 | | Matthew J. Salanger | 1,437 | | Lowell A. Seifter | 1,437 | | Jack H. Webb | 1,437 |

  29. Director Compensation Table

    | (4) All other compensation includes: cash dividends received on restricted stock and deferred stock granted pursuant to the NBT Bancorp Inc. Non-Employee Directors’ Restricted and Deferred Stock Plan and the Omnibus Plans for all non-employee directors totaling $28,825. Dietrich’s all other compensation also includes amounts earned as an employee of the Company prior to retirement as follows: $7,226 in health and life insurance premiums and $2,558 for the value of split-dollar life insurance premiums paid. Cantele’s all other compensation also includes $8,939 of health and life insurance premiums earned as an employee of the Company prior to his retirement. |

  30. Director Compensation Table

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

  31. Director Compensation Table

    | (6) Seifter and Webb will retire as directors upon the expiration of their terms at the 2025 Annual Meeting. |

  32. Executive Summary

    | • | A short-term cash incentive compensation program using a balanced scorecard incorporating both quantitative and qualitative measures. |

  33. Executive Summary

    | • | A long-term equity-based incentive compensation program compromised of time-based and performance-based awards, with performance measured by relative performance, a 3-year average ROATCE and a 3-year TSR. |

  34. Executive Summary

    | Pay Component as President and Chief Executive Officer | Watt | Kingsley | Comments | | Base Salary | $882,000 | $800,000 | As of the succession date, Kingsley’s base salary increased by $261,555 and Watt’s annual base salary decreased by $442,000. | | Short-term Incentive Target | $661,000 or 75% | $600,000 or 75% | Watt was not an executive in a designated position at the end of 2024, and therefore not eligible for a STI award for the plan year. | | Long-term Incentive Target | $794,000 or 90% | $720,000 or 90% | Watt’s long-term incentive award for 2024 was 100% time-based. | | Target Total Compensation | $2,337,000 | $2,120,000 | |

  35. Overview

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

  36. 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. |

  37. Compensation Governance Practices

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

  38. 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. |

  39. Compensation Governance Practices

    | • | Assessing fairness of pay by analyzing the CEO pay ratio and pay equity for women and underrepresented groups. |

  40. Compensation Governance Practices

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

  41. Compensation Governance Practices

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

  42. Compensation Governance Practices

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

  43. 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 NEOs 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. |

  44. 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.

  45. 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) & 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. |

  46. 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 2024 TDC and financial performance comparisons consists of community-based banking organizations with assets between $6.5 billion and $28 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 2024 pay analysis consisted of the following companies.

  47. Benchmarking

    | Berkshire Hills Bancorp, Inc. | First Financial Bancorp. | Park National Corporation | | Brookline Bancorp, Inc. | First Merchants Corporation | Premier Financial Corp. | | Community Financial System, Inc. | Fulton Financial Corporation | Provident Financial Services, Inc. | | Dime Community Bancshares, Inc. | Independent Bank Corp. | S&T Bancorp, Inc. | | Eastern Bankshares, Inc. | Northwest Bancshares, Inc. | Tompkins Financial Corporation | | First Busey Corporation | OceanFirst Financial Corp. | WesBanco, Inc. | | First Commonwealth Financial Corporation | | |

  48. 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 the individual’s experience and contributions to his or her current role when making its compensation-related decisions.

  49. Payout

    Payout For 2024, the composite achievement on the scorecard was 132% of target, and therefore, short-term incentive compensation was paid at 132% of target level. For 2024, the Committee also considered individual performance and has discretion to reduce the payout level based on each NEO’s achievement of performance objectives, but no such reduction occurred for the 2024 payouts.

  50. Payout

    | Named Executive Officer | 2024 Target Incentive ($)(1) | Actual Performance Achievement | 2024 Incentive Earned ($) | | John H. Watt, Jr. | — | 132% | — | | Scott A. Kingsley | $507,541 | 132% | $669,954 | | Annette L. Burns | $158,426 | 132% | $209,123 | | Joseph R. Stagliano | $254,791 | 132% | $336,624 | | Ruth H. Mahoney | $191,417 | 132% | $252,671 | | Amy C. Wiles | $182,781 | 132% | $241,271 |

  51. Payout

    | (1) Target incentive for Kingsley, Burns and Stagliano is prorated based on time in position. Prior to promotion to CFO, Burns was eligible for the pro-rata portion of STI compensation under the employee bonus plan. Both plans paid out at 132% of target. |

  52. Long-Term Incentive Awards

    Long-Term Incentive Awards The following provides an overview of the key features of the Company’s LTIP.

  53. Long-Term Incentive Awards

    | Feature | LTIP | | Long-term Incentive Mix | 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 | Performance Units: 3-year cliff vesting. Retention Units: 5-year ratable vesting. | | Performance Measurement Period | 3-year relative performance. | | Metrics | Two key shareholder aligned metrics: 3-year average ROATCE and 3-year relative TSR. | | Performance Comparison Group | 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 with performance goals based on a percentile rank within the performance comparison group. |

  54. 2024 Executive Long-Term Incentive and Retention Equity Awards

    2024 Executive Long-Term Incentive and Retention Equity Awards In May 2024, the Committee granted each NEO Long-Term Incentive and Retention Equity Awards under the 2024 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. In conjunction with the CEO and leadership succession, for Watt only, Retention Units were 100% of his target award. Each participant has a target opportunity, defined as a percentage of base salary, which may be reduced by individual factors. The Committee evaluated individual factors and granted the following awards in 2024:

  55. 2024 Executive Long-Term Incentive and Retention Equity Awards

    | Named Executive Officer | Target Opportunity (% of Salary) | Retention Units | Performance Units | | John H. Watt, Jr. | 90% | 20,678 | — | | Scott A. Kingsley | 90% | 9,097 | 9,097 | | Annette L. Burns | 55% | 2,866 | 2,866 | | Joseph R. Stagliano | 65% | 3,680 | 3,680 | | Ruth H. Mahoney | 55% | 2,743 | 2,743 | | Amy C. Wiles | 55% | 2,910 | 2,910 |

  56. 2024 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. 2024 Performance Units

    2024 Performance Units The performance unit awards granted in 2024 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, 2024 and ending on December 31, 2026.

  58. 2024 Performance Units

    | | 2024 – 2026 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. 2024 Performance Units

    The performance comparison group for the relative ROATCE and TSR metrics consists of the following companies: Fulton Financial Corporation, Eastern Bankshares, Inc., WSFS Financial Corporation, Independent Bank Corp., First BanCorp., Heartland Financial USA, Inc., Customers Bancorp, Inc., First Financial Bancorp., Community Financial 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. and 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. Risk Assessment

    | • | Performance metrics associated with each plan; |

  61. Risk Assessment

    | • | Conditions of payout; |

  62. Risk Assessment

    | • | Major business risks impacted by performance metrics; |

  63. Risk Assessment

    | • | Evaluation of alignment of performance metrics with overall strategy; |

  64. Employment Agreements

    Employment Agreements All NEOs have an active employment agreement; See Employment Agreements and Change in Control Agreements section for details. Watt’s employment agreement terminated when he transitioned from President and Chief Executive Officer to a Strategic Advisor role. At that time, he entered into a compensation and benefits arrangement that ended when he retired on January 31, 2025.

  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) & 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) & Employee Stock Ownership Plan (ESOP) The 401(k) & 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) & ESOP. Employees are eligible to enroll on the first of the month following 30 days of service. Participants in the 401(k) & 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) & ESOP based on its financial performance. All Company contributions to this retirement plan since 2013 have been made in cash. Safe Harbor matching contributions are 100% vested upon completion of two years of service. Discretionary contributions 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) & ESOP. The Company may make discretionary contributions to the 401(k) portion of the 401(k) & ESOP to offset the elimination of interest credits to the Pension Plan, as described above. The value of Company contributions to the 401(k) & 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 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 Kingsley, Burns, Stagliano, Mahoney and Wiles $256,000, $60,000, $132,500, $63,806 and $101,545, respectively, as discretionary contributions to the Deferred Compensation Plan based upon their 2024 performance. Company contributions are not subject to vesting provisions after 3 years of service.

  66. Section 409A

    Section 409A Section 409A of the 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 Code imposes a 20% excise tax on certain “excess parachute payments” made to “disqualified individuals.” Under Section 280G of the 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 $100,000 or $50,000 (depending on the employment agreement) by being paid the full change in control benefit. In circumstances where the executive will be better off by at least $100,000 or $50,000 (depending on the employment agreement) 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 ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | | John H. Watt, Jr. Special Advisor and Former President and Chief Executive Officer | 2024 | 615,969 | 718,354 | — | 1,216,039 | 142,624 | 2,692,986 | | | 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 | | Scott A. Kingsley President and Chief Executive Officer | 2024 | 690,841 | 628,585 | 669,954 | 157,092 | 291,283 | 2,437,755 | | | 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 | | Annette L. Burns Executive Vice President and Chief Financial Officer | 2024 | 360,433 | 302,225 | 209,123 | 2,811 | 80,205 | 954,797 | | Joseph R. Stagliano Executive Vice President and President of NBT Bank, N.A. | 2024 | 499,853 | 254,281 | 336,624 | 888 | 155,116 | 1,246,762 | | | 2023 | 450,108 | 208,355 | — | 22,450 | 59,649 | 740,562 | | | 2022 | 439,130 | 230,999 | 283,678 | — | 86,930 | 1,040,737 | | Ruth H. Mahoney Executive Vice President and President of Wealth Management | 2024 | 423,377 | 293,726 | 252,671 | 3,380 | 85,531 | 1,058,685 | | | 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 | | Amy C. Wiles Executive Vice President and Chief Credit & Risk Officer | 2024 | 401,758 | 380,725 | 241,271 | 1,769 | 137,232 | 1,162,755 |

  70. Summary Compensation Table

    | (1) Certain NEOs deferred a portion of their salary. The deferred portion of their 2024 salary is included in the amounts set forth in the table and is detailed in the Nonqualified Deferred Compensation table included herein. |

  71. Summary Compensation Table

    | (2) 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 2024 stock awards are materially consistent with those used to calculate the 2024 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, 2024. For performance-based restricted stock units, the grant date fair value is based on the number of units that was earned at 100% of target based on 2024 performance, 100% of target based on 2023 performance and 110% of target based upon 2022 performance. The value of the award assuming the highest level of performance conditions are achieved for the 2024, 2023 and 2022 awards (if applicable) would be: Watt ($506,152 and $376,497); Kingsley ($468,832, $188,926 and $141,212); Burns ($147,705), Stagliano ($189,656, $153,789 and $120,995); Mahoney ($141,366, $134,310 and $111,560); and Wiles ($149,973). For the number of retention and performance-based restricted stock units awarded in 2024, see the Grants of Plan-Based Awards Table. |

  72. Summary Compensation Table

    | (3) These amounts reflect cash awards to Watt, Kingsley, Burns, Stagliano, Mahoney and Wiles under the EICP in 2024 and 2022, which were paid within the first quarter of the following calendar year. Certain NEOs deferred a portion of the 2024 and 2022 awards. |

  73. Summary Compensation Table

    | (4) 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, 2024, and includes amounts which the NEOs may not currently be entitled to receive because such amounts are not vested. With respect to 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 3.23% to 5.54%). |

  74. Summary Compensation Table

    | (5) These amounts reflect the following items as applicable for each NEO for 2024: |

  75. Summary Compensation Table

    | Compensation | John H. Watt, Jr. | Scott A. Kingsley | Annette L. Burns | Joseph R. Stagliano | Ruth H. Mahoney | Amy C. Wiles | | Value of employer matching and discretionary contributions to the 401(k) & ESOP | $34,092 | $15,801 | $17,468 | $18,831 | $15,801 | $15,327 | | Value of life and disability insurance premiums paid by the Company | $7,957 | $5,199 | $2,737 | $3,785 | $5,924 | $6,944 | | Value of Perquisites and Other Personal Benefits (a) | $38,927 | $14,283 | $— | $— | $— | $10,633 | | Value of employer contributions to the Deferred Compensation Plan earned in 2024 (b) | $— | $256,000 | $60,000 | $132,500 | $63,806 | $101,545 | | Value of dividends on deferred equity awards | $61,648 | $— | $— | $— | $— | $2,783 |

  76. Summary Compensation Table

    | (a) The amount shown for Watt consists of personal vehicle use of $7,857, club memberships of $1,070 and financial planning of $30,000. The amount shown for Kingsley consists of personal vehicle use of $4,315 and club memberships of $9,968. The amount shown for Wiles consists of personal vehicle use of $10,633. |

  77. Summary Compensation Table

    | (b) The Committee approved a discretionary contribution of 32% of Kingsley’s base salary, 25% of Stagliano’s and Wiles base salary and of 15% of Burns and Mahoney’s base salary in January 2025 as a result of their 2024 performance. |

  78. 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 2024.

  79. 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. | 5/21/2024 | — | — | — | — | — | — | | — | | | 5/21/2024 | | | | | | | 20,678 | 718,354 | | Scott A. Kingsley | 5/21/2024 | 25,377 | 507,541 | 761,312 | 4,549 | 9,097 | 13,645 | | 312,555 | | | 5/21/2024 | | | | | | | 9,097 | 316,030 | | Annette L. Burns | 5/21/2024 | 7,921 | 158,426 | 237,639 | 1,433 | 2,866 | 4,298 | | 98,470 | | | 5/21/2024 | | | | | | | 2,866 | 99,565 | | | 5/21/2024(4) | | | | | | | 3,000 | 104,190 | | Joseph R. Stagliano | 5/21/2024 | 12,740 | 254,791 | 382,187 | 1,840 | 3,680 | 5,519 | | 126,438 | | | 5/21/2024 | | | | | | | 3,680 | 127,843 | | Ruth H. Mahoney | 5/21/2024 | 9,571 | 191,417 | 287,126 | 1,372 | 2,743 | 4,144 | | 94,244 | | | 5/21/2024 | | | | | | | 2,743 | 95,292 | | | 5/21/2024(4) | | | | | | | 3,000 | 104,190 | | Amy C. Wiles | 5/21/2024 | 9,139 | 182,781 | 274,172 | 1,455 | 2,910 | 4,365 | | 99,982 | | | 5/21/2024 | | | | | | | 2,910 | 101,093 | | | 5/21/2024(4) | | | | | | | 5,000 | 179,650 |

  80. 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. The estimated payouts for Kingsley, Burns and Stagliano are prorated based on time in position. |

  81. 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 2024 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, 2024 to December 31, 2026. 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. |

  82. Grants of Plan-Based Awards

    | (3) The restricted stock units in column (i) represent the retention restricted stock unit awards issued pursuant to the 2024 Plan that vest annually in five substantially equal installments beginning in 2025. |

  83. Grants of Plan-Based Awards

    | (4) The May 21, 2024 restricted stock unit awards were issued pursuant to the Omnibus plan which vests 100% in two years for Wiles and vests 100% in three years for Burns and Mahoney. |

  84. 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, 2024, whether granted in 2024 or earlier, including awards that have been transferred other than for value.

  85. 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. | 5/21/2024 | 20,678(2) | 987,581 | — | — | | | 3/20/2023 | 8,897(2) | 424,921 | — | — | | | 3/20/2023 | — | — | 11,121 (3) | 531,139 | | | 3/21/2022 | 5,942(2) | 283,790 | — | — | | | 3/21/2022 | 10,894 (4)(5) | 520,297 | — | — | | | 3/22/2021 | 3,608(2) | 172,318 | — | — | | | 3/23/2020 | 2,165(2) | 103,400 | — | — | | Scott A. Kingsley | 5/21/2024 | 9,097(2) | 434,473 | — | — | | | 5/21/2024 | — | — | 13,645 (3) | 651,685 | | | 3/20/2023 | 3,321(2) | 158,611 | — | — | | | 3/20/2023 | — | — | 4,151 (3)(4) | 198,252 | | | 7/6/2022 | 1,000(6) | 47,760 | — | — | | | 3/21/2022 | 2,229(2) | 106,457 | — | — | | | 3/21/2022 | 4,086 (4)(5) | 195,147 | — | — | | Annette L. Burns | 5/21/2024 | 2,866(2) | 136,880 | — | — | | | 5/21/2024 | 3,000(7) | 143,280 | — | — | | | 5/21/2024 | — | — | 4,298 (3) | 205,272 | | | 1/23/2023 | 660(2) | 31,522 | — | — | | | 1/23/2023 | — | — | 275 (3) | 13,134 | | | 1/18/2022 | 300(2) | 14,328 | — | — | | | 1/18/2021 | 572(2) | 27,319 | — | — | | | 1/22/2020 | 86(2) | 4,109 | — | — | | Joseph R. Stagliano | 5/21/2024 | 3,680(2) | 175,757 | — | — | | | 5/21/2024 | — | — | 5,519 (3) | 263,587 | | | 3/20/2023 | 2,704(2) | 129,143 | — | — | | | 3/20/2023 | — | — | 3,379 (3) | 161,381 | | | 3/21/2022 | 1,909(2) | 91,174 | — | — | | | 3/21/2022 | 3,501(5) | 167,208 | — | — | | | 3/22/2021 | 1,163(2) | 55,545 | — | — | | | 3/23/2020 | 785(2) | 37,492 | — | — | | | 1/1/2012 | 1,000(8) | 47,760 | — | — | | Ruth H. Mahoney | 5/21/2024 | 2,743(2) | 131,006 | — | — | | | 5/21/2024 | 3,000(7) | 143,280 | — | — | | | 5/21/2024 | — | — | 4,114 (3) | 196,485 | | | 3/20/2023 | 2,361(2) | 112,761 | — | — | | | 3/20/2023 | — | — | 2,951 (3) | 140,940 | | | 8/30/2022 | 2,100(7) | 100,296 | — | — | | | 3/21/2022 | 1,761(2) | 84,105 | — | — | | | 3/21/2022 | 3,228(5) | 154,169 | — | — | | Amy C. Wiles | 5/21/2024 | 2,910(2) | 138,982 | — | — | | | 5/21/2024 | 5,000(9) | 238,800 | — | — | | | 5/21/2024 | — | — | 4,365 (3) | 208,472 | | | 3/20/2023 | 2,423(2) | 115,722 | — | — | | | 3/20/2023 | — | — | 3,028 (3)(4) | 144,617 | | | 3/21/2022 | 1,617(2) | 77,228 | — | — | | | 3/21/2022 | 2,966(5) | 141,656 | — | — | | | 3/22/2021 | 814(2) | 38,877 | — | — | | | 3/23/2020 | 527(2) | 25,170 | — | — |

  86. 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 $47.76 on December 31, 2024. |

  87. Outstanding Equity Awards at Fiscal Year-End

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

  88. Outstanding Equity Awards at Fiscal Year-End

    | (3) Performance based restricted stock unit awards that are measured over a three-year performance period, awards granted in 2024 are represented at maximum and awards granted in 2023 are represented at target. |

  89. Outstanding Equity Awards at Fiscal Year-End

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

  90. Outstanding Equity Awards at Fiscal Year-End

    | (5) Earned performance based restricted stock unit awards measured over a two-year performance period and subject to one-year time-based vesting. |

  91. Outstanding Equity Awards at Fiscal Year-End

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

  92. Outstanding Equity Awards at Fiscal Year-End

    | (7) Represents time-based restricted stock unit awards that vest 100% three years after the date of grant. |

  93. Outstanding Equity Awards at Fiscal Year-End

    | (8) 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

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

  95. Stock Vested

    Stock Vested The following table provides information about shares vested for each NEO during 2024.

  96. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | (a) | (d) | (e) | | John H. Watt, Jr. | 20,630 | 819,836 | | Scott A. Kingsley | 3,740 | 155,865 | | Annette L. Burns | 4,757 | 182,043 | | Joseph R. Stagliano | 6,809 | 270,590 | | Ruth H. Mahoney | 3,177 | 137,594 | | Amy C. Wiles | 5,929 | 231,508 |

  97. Stock Vested

    | (1) For Watt, this amount includes 10,179 restricted stock units, the receipt of which was deferred under the terms of the Deferred Compensation Plan and the Omnibus Plans. |

  98. 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. |

  99. 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 SERPs. Burns, Stagliano, Mahoney and Wiles do not have a SERP with the Company.

  100. 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 | 10.00 | 873,726 | | | Supplemental Executive Retirement Plan | 8.00 | 2,450,278 | | Scott A. Kingsley | NBT Bancorp Inc. Defined Benefit Plan | 3.00 | 74,785 | | | Supplemental Executive Retirement Plan | 1.00 | 89,656 | | Annette L. Burns | NBT Bancorp Inc. Defined Benefit Plan | 12.00 | 35,602 | | Joseph R. Stagliano | NBT Bancorp Inc. Defined Benefit Plan | 25.00 | 177,650 | | Ruth H. Mahoney | NBT Bancorp Inc. Defined Benefit Plan | 3.00 | 9,771 | | Amy C. Wiles | NBT Bancorp Inc. Defined Benefit Plan | 9.00 | 60,502 |

  101. Pension Benefits Table

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

  102. 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. |

  103. 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. |

  104. Pension Benefits Table

    | • | Discount Rate — 6.00% for Defined Benefit Plan Benefits, 6.10% for SERP benefits. |

  105. Pension Benefits Table

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

  106. Pension Benefits Table

    | • | Interest Rate Credit for determining projected cash balance account earned as of December 31, 2009 — 4.54%. |

  107. Pension Benefits Table

    | • | Interest rates to annuitize cash balance accounts — The three segment interest rates for November 2024 (4.66%, 5.25% and 5.57%) under 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. |

  108. Pension Benefits Table

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

  109. Pension Benefits Table

    | • | Assumed Retirement Age — Age 65 for Defined Benefit Plan Benefits, age 66 and 2 months for Watt’s SERP and age 62 for Kingsley’s SERP. |

  110. 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. |

  111. Pension Benefits Table

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

  112. Pension Benefits Table

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

  113. 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. Watt and Wiles are eligible for retirement as of December 31, 2024. Kingsley, Stagliano and Mahoney are eligible for early retirement as of December 31, 2024. All NEOs are 100% vested as of December 31, 2024. The Pension Plan, as amended and restated effective January 1, 2009, received a favorable determination from the Internal Revenue Service confirming its qualification under Section 401(a) of the Code. This determination letter became effective on 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, it operated as 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 were automatically enrolled 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. However, because 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. Participants may elect, with spousal consent if married, to receive their benefits distributed as a lump sum rather than an annuity. In 2024, 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 25% (depending on age and other factors) on the first $345,000 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 participant’s direction pursuant to a salary reduction agreement and excludible from the participant’s gross income under the 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 from November of the prior year. Effective December 31, 2009, the Pension Plan was amended so 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) & 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 Watt with a $220,000 increase in his account balance as of December 31, 2023, with a subsequent amendment to provide him with a $200,000 increase as of December 31, 2024. The Pension Plan was amended to provide Kingsley with a 23.5% increase in his service credit percentage as of January 1, 2024. For 2024, the pay-based credits for Watt, Kingsley, Burns, Stagliano, Mahoney and Wiles were 20%, 25%, 2.5%, 2.5%, 1.5% and 2.5%, respectively. The Company’s contributions to the Pension Plan in 2024 for Watt, Kingsley, Burns, Stagliano, Mahoney and Wiles were $69,000, $86,250, $8,625, $8,625 $5,175 and $8,625, respectively. There were no payments made to NEOs under the Pension Plan or CEO SERPs during 2024.

  114. 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, 2024.

  115. Nonqualified Deferred Compensation

    | Name | Executive Contributions ($) (1) (2) | Company Contributions ($) (3) (4) | Aggregate Earnings ($) (5) | Aggregate Distributions ($) | Aggregate Balance at December 31, 2024 ($) | | John H. Watt, Jr. | 402,943 | 913,893 | 657,702 | — | 8,176,056 | | Scott A. Kingsley | 69,084 | 345,290 | 76,323 | — | 1,012,322 | | Annette L. Burns | — | 60,000 | — | — | 60,000 | | Joseph R. Stagliano | — | 132,500 | 205,650 | — | 1,375,586 | | Ruth H. Mahoney | 30,000 | 63,806 | 72,485 | — | 488,830 | | Amy C. Wiles | 60,264 | 101,545 | 126,989 | (37,865) | 853,661 |

  116. Nonqualified Deferred Compensation

    | (1) Watt contributed $30,799 to the Deferred Compensation Plan, which was reported as salary in the Summary Compensation Table included herein. Kingsley contributed $69,084 to the Deferred Compensation Plan, which was reported as salary in the Summary Compensation Table included herein. 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. Wiles contributed $60,264 to the Deferred Compensation Plan, which was reported as salary in the Summary Compensation Table included herein. |

  117. Nonqualified Deferred Compensation

    | (2) Includes $372,144 for Watt attributable to restricted stock units that vested in 2024 but which were deferred. |

  118. Nonqualified Deferred Compensation

    | (3) The Summary Compensation Table includes registrant discretionary contributions earned in 2024, which are reflected under the “All Other Compensation” column in the Summary Compensation Table. |

  119. Nonqualified Deferred Compensation

    | (4) Includes discretionary contribution amounts earned in 2024 (even if not contributed by the Company until 2025). |

  120. Nonqualified Deferred Compensation

    | (5) The aggregate earnings are from the Deferred Compensation Plan and the CEO SERPs. 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. |

  121. 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 Company entered into an employment agreement with each NEO. If the NEO's employment is terminated under various scenarios, the NEOs are eligible to receive additional payments under employment agreements, equity award agreements and supplemental retirement agreements. The table below summarizes the arrangements.

  122. Potential Payments Upon Termination or Change in Control

    | Benefit | Death | Retirement | With Out Cause | Change in Control | | Severance | N/A | N/A | Base salary for the remaining term of employment agreement but cannot be less than 6-months base salary. | Kingsley, Burns and Stagliano 2.99x (base salary + 3-year average actual bonus) Mahoney and Wiles, 2x base salary. | | Outstanding Equity | Time-based Awards - Full vesting acceleration Performance-based Awards - Full vesting acceleration at target at the discretion of the Compensation and Benefits Committee. | Time-based Awards - Full vesting acceleration Performance-based Awards - Pro-rata vesting acceleration at target. | Time-based Awards - Full vesting acceleration Performance-based Awards - Pro-rata vesting acceleration at target. | Time-based Awards - Full vesting acceleration Performance-based Awards - Full vesting acceleration at target for awards with less than half of the performance period has lapsed; otherwise based on actual performance. | | SERP | No additional benefit | No additional benefit | No additional benefit | No additional benefit | | Other Benefits | No additional benefit | No additional benefit | No additional benefit | Continued benefits for life insurance, health, dental, vision and long-term care insurance plans Kingsley, Burns and Stagliano, 3 years. Mahoney and Wiles, 2 years. | | Cutback | N/A | N/A | N/A | Modified best net benefit: if parachute payments are greater than the safe harbor, parachute payments will be reduced below the safe harbor. However, after-tax benefit without cutback is greater than after-tax benefit with cutback by $100,000 or $50,000, depending on the executive, no cutback applied. |

  123. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The information in the table below shows potential incremental payments that would have been made to each NEO if the NEO's employment had terminated on December 31, 2024, under various scenarios, including a change in control, utilizing a per share stock price of $47.76, the closing market price of the Company’s common stock on such date. The table does not include the pension benefits or the nonqualified deferred compensation that would be paid to an NEO, which are outlined in the Pension Benefits and Nonqualified Deferred Compensation tables included herein, except to the extent that the NEO is entitled to an additional benefit as a result of termination. Due to the number of factors that affect the nature and amount of any benefits provided upon the scenarios discussed below, any actual amounts paid or distributed may differ 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.

  124. Potential Payments Upon Termination or Change in Control Table

    | Name | Benefit | Death/Disability ($) (1) | Retirement ($) | Resignation for Good Reason/ Termination w/o Cause ($) | Change in Control ($) (2) | | John H. Watt, Jr. | Severance (1) | — | — | 169,231 | — | | | Outstanding Equity | 3,023,447 | 2,846,400 | 2,846,400 | 3,023,447 | | | SERP (2) | — | — | — | 219,236 | | | Other Benefits | — | — | — | — | | | Cutback of CIC | — | — | — | — | | | Total | 3,023,447 | 2,846,400 | 3,015,631 | 3,242,683 | | Scott A. Kingsley | Severance | — | — | 800,000 | 2,857,917 | | | Outstanding Equity | 1,575,173 | — | 1,219,440 | 1,575,173 | | | SERP (2) | — | — | — | 10,454 | | | Other Benefits | — | — | — | 77,720 | | | Cutback of CIC | — | — | — | — | | | Total | 1,575,173 | — | 2,019,440 | 4,521,264 | | Annette L. Burns | Severance | — | — | 400,000 | 1,490,633 | | | Outstanding Equity | 507,450 | — | 411,819 | 507,450 | | | Other Benefits | — | — | — | 93,274 | | | Cutback of CIC | — | — | — | (567,690) | | | Total | 507,450 | — | 811,819 | 1,523,667 | | Joseph R. Stagliano | Severance | — | — | 530,000 | 2,067,707 | | | Outstanding Equity | 1,041,216 | 870,251 | 822,491 | 1,041,216 | | | Other Benefits | — | — | — | 70,300 | | | Cutback of CIC | — | — | — | — | | | Total | 1,041,216 | 870,251 | 1,352,491 | 3,179,222 | | Ruth H. Mahoney | Severance | — | — | 425,372 | 850,744 | | | Outstanding Equity | 997,563 | — | 863,246 | 997,563 | | | Other Benefits | — | — | — | 11,822 | | | Cutback of CIC | — | — | — | — | | | Total | 997,563 | — | 1,288,618 | 1,860,189 | | Amy C. Wiles | Severance | — | — | 406,179 | 812,359 | | | Outstanding Equity | 1,060,033 | 967,379 | 967,379 | 1,060,033 | | | Other Benefits | — | — | — | 30,807 | | | Cutback of CIC | — | — | — | — | | | Total | 1,060,033 | 967,379 | 1,373,558 | 1,903,199 |

  125. Potential Payments Upon Termination or Change in Control Table

    | (1) John Watt is eligible for cash severance only for job elimination under the "Severance Pay Plan." |

  126. Potential Payments Upon Termination or Change in Control Table

    | (2) Under the Code Section 280(G)(d)(4), the present value shall be determined by using a discount rate equal to 120 percent of the applicable Federal, compounded semiannually. |

  127. Compensation and Benefits Committee Report

    | CEO Pay Ratio |

  128. 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 2024. With the exception of the CEO, all employees of the Company and its subsidiaries who were employed as of December 31, 2024 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. Kingsley’s 2024 annual total compensation was $2,437,755 as reflected in the Summary Compensation Table included in this Proxy Statement. Due to having more than one non-concurrent CEO serving during the 2024 fiscal year, for purposes of CEO pay ratio, we elected to calculate the annual total compensation for our current CEO as of December 31, 2024, by annualizing his base salary as of December 31, 2024, while using the current stock awards and non-equity incentive plan compensation aligning with the Summary Compensation Table. Computing the CEO compensation under this method provides the closest accurate estimation to Kingsley’s compensation as CEO, had he been in the position for a full year, while also remaining conservative. The annual total compensation of our CEO using this methodology was $2,546,914. Our median employee’s annual total compensation for 2024 was $63,025. As a result, we estimate that Kingsley’s 2024 annual total compensation was approximately 40 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.

  129. 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 2024, 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.

  130. 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) ($) | | | Scott A. Kingsley ($) | John H. Watt, Jr. ($) | Scott A. Kingsley ($) | John H. Watt, Jr. ($) | | | TSR(4) ($) | Peer Group TSR(5) ($) | | | | 2024 | 2,437,755 | 2,692,986 | 2,817,810 | 2,235,087 | 1,105,750 | 1,280,970 | 138.05 | 130.96 | 140,641 | 2.97 | | 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 |

  131. Pay Versus Performance

    | (1) The amounts shown above represent “Compensation Actually Paid” to Watt and Kingsley for each corresponding year which they served as CEO, in accordance with the requirements of Item 402(v) of Regulation S-K. For the years reported in the table Watt has been CEO from January 2020 to May 2024 and Kingsley has been CEO since May 2024. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Watt and Kingsley during the applicable year. The adjustments in the below table were made to Watt’s and Kingsley’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. |

  132. Pay Versus Performance

    | (2) These amounts reflect the average total compensation reported for the Company’s NEOs as a group (excluding Watt and Kingsley) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Watt and Kingsley) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024 Burns, Stagliano, Mahoney and Wiles; (ii) for 2023 and 2022 Kingsley, Stagliano, Sparks and Mahoney; (iii) for 2021 Kingsley, Moran, Stagliano, Burns, Halliday and Wiles; and (iv) for 2020 Moran, Brenner, Stagliano and Scarlett. |

  133. 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. |

  134. 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. |

  135. 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. |

  136. 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. |

  137. 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. |

  138. 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.

  139. Pay Versus Performance

    | | Scott A. Kingsley 2024 ($) | John H. Watt, Jr. 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Compensation from Summary Compensation Table | 2,437,755 | 2,692,986 | 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 | (628,585) | (718,354) | (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 | 911,161 | 933,405 | 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 | 86,202 | 250,390 | (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 | 4,514 | (32,051) | 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 | (157,092) | (1,216,039) | (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 | 163,855 | 324,750 | 354,775 | 273,762 | 243,114 | 264,655 | | Compensation Actually Paid | 2,817,810 | 2,235,087 | 2,494,953 | 3,616,618 | 3,014,358 | 2,249,251 |

  140. 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.

  141. Pay Versus Performance

    | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Compensation from Summary Compensation Table | 1,105,750 | 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 | (307,739) | (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 | 430,289 | 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 | 59,540 | (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 | (7,796) | (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 | (2,212) | (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 | 3,138 | 4,250 | 2,583 | 3,167 | 5,003 | | Compensation Actually Paid | 1,280,970 | 851,280 | 1,201,906 | 685,710 | 703,054 |

  142. 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 2024 fiscal year:

  143. Pay Versus Performance

    | • | Earnings per share |

  144. Pay Versus Performance

    | • | Return on average tangible common equity |

  145. Pay Versus Performance

    | • | Total shareholder return |

  146. Pay Versus Performance

    | • | Efficiency ratio |

  147. Pay Versus Performance

    | • | Net charge-offs to total loans |

  148. Pay Versus Performance

    | • | Year-over-year loan growth |

  149. Pay Versus Performance

    | • | Year-over-year deposit growth |

  150. Pay Versus Performance

    | Audit Committee Report |