NB Bancorp, Inc DEF 14A, filed Mar 14, 2025

NB Bancorp, Inc. (NBBK)

DEF 14A 2025-03-14 For: 2025-04-23

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Added on June 13, 2026

About this DEF 14A

NB Bancorp, Inc filed this DEF 14A on March 14, 2025.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	3
PROPOSAL I—ELECTION OF DIRECTORS	11
Directors	12
Executive Officers Who are Not Directors	18
Board Independence	19
Board Leadership Structure and Risk Oversight	19
References to our Website Address	21
Delinquent Section 16(a) Reports	21
Code of Ethics for Senior Officers	22
Attendance at Annual Meetings of Stockholders	22
Policies and Practices Related to the Grant of Certain Equity Awards	22
Anti-Hedging Policy	22
Recoupment/Clawback Policy	22
Communications with the Board of Directors	23
Insider Trading Arrangements and Policy	23
Meetings and Committees of the Board of Directors	23
Audit Committee Report	25
Nominating and Governance Committee Procedures	28
Transactions With Certain Related Persons	30
Executive Compensation	31
Directors’ Compensation	38
PROPOSAL II—APPROVAL OF EQUITY INCENTIVE PLAN	40
PROPOSAL III—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	49
STOCKHOLDERS PROPOSALS AND NOMINATIONS	51
OTHER MATTERS	52
MISCELLANEOUS	52
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS	53
E-DELIVERY	54
APPENDIX A	55

PROPOSALS FOR YOUR VOTE		BOARD VOTING RECOMMENDATION
1.	Election of four directors	FOR each nominee
2.	Approval of the NB Bancorp, Inc. 2025 Equity Incentive Plan	FOR
3.	Ratifying the Appointment of our Independent Registered Public Accounting Firm for 2025	FOR

	By Order of the Board of Directors



	Denise Dunn
	Corporate Secretary

	Needham, Massachusetts
	March 14, 2025

						COMMITTEES
NOMINEES FOR DIRECTOR			IND	AGE	DIRECTOR SINCE	A	ERM	C	NG
		Susan Elliott Retired Executive Vice President Federal Home Loan Bank of Boston	✓	71	2020	■
		Christopher Lynch President Marshall Resources	✓	63	2010			■
		Kenneth Montgomery Retired First Vice President and Chief Operating Officer Federal Reserve Bank of Boston	✓	66	2024		■		■
		Francis Orfanello Operating Partner One Rock Capital Partners	✓	66	2007	■	■	■
DIRECTORS WITH TERMS ENDING IN 2026
		Paul Ayoub Chair Nutter McClennen & Fish LLP	✓	69	2023				■
		Joseph Campanelli Chairman, President & CEO Needham Bank		68	2017
		William Darcey President & CEO Provider Insurance Group	✓	62	2009		■
		Mark Whalen Retired CEO Needham Bank	✓	66	2007	■	■	■	■
	DIRECTORS WITH TERMS ENDING IN 2027
		Angela Jackson Chief Executive Officer Future Forward Strategies	✓	49	2023	■			■
		Joseph Nolan Chairman, President & CEO Eversource	✓	62	2023			■
		Hope Pascucci President & Principal Rose Grove Capital Management, LLC	✓	57	2023	■	■
		Raza Shaikh Managing Director Launchpad Venture Group	✓	51	2023	■	■

Gender	Independence	AGE	TENURE


						March 14, 2025 Dear Fellow Stockholder: We cordially invite you to attend the 2025 Annual Meeting of Stockholders of NB Bancorp, Inc. The Annual Meeting will be held on Wednesday, April 23, 2025, at 12:00 p.m., Eastern time, at Wellesley Gateway, located at 93 Worcester Street, Wellesley, MA 02481. The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted. During the annual meeting we will also report on the operations of NB Bancorp, Inc. Also enclosed for your review is our Annual Report for the year ended December 31, 2024, which contains information concerning our activities and operating performance. Our directors and officers, as well as a representative of our independent registered public accounting firm, will be available to respond to any questions that stockholders may have. On behalf of the Board of Directors, we urge you to sign, date and return the enclosed proxy card as soon as possible, even if you currently plan to attend the annual meeting. This will not prevent you from voting during the meeting, but will assure that your vote is counted if you are unable to vote during the meeting. Your vote is important, regardless of the number of shares that you own. Our Proxy Statement and the 2024 Annual Report are available at: https://nbbancorp.com/financials/. Sincerely,


	Shares of Common
	Stock Beneficially		Percent of Shares of
	Owned as of the		Common Stock
Persons Owning Greater than 5%	Record Date⁽¹⁾		Outstanding⁽²⁾
Needham Bank Employee Stock Ownership Plan and 401(k) Plan	4,050,826		9.7	%
1063 Great Plain Avenue
Needham, Massachusetts 02492

BlackRock, Inc.	3,274,939		7.8	%
50 Hudson Yards
New York, NY 10001

The Vanguard Group	2,086,825		5.0	%
100 Vanguard Blvd.
Malvern, PA 19355

Pertento Partners	1,978,903		4.7	%
111 Park Street
London W1K7JL
United Kingdom

Directors
Paul Ayoub	15,070	⁽³⁾	*
Joseph Campanelli	133,000	⁽⁴⁾	*
William Darcey	80,000	⁽⁵⁾	*
Susan Elliott	25,000		*
Angela Jackson	3,616		*
Christopher Lynch	79,000	⁽⁶⁾	*
Kenneth Montgomery	100		*
Joseph Nolan	10,100		*
Francis Orfanello	57,500	⁽⁷⁾	*
Hope Pascucci	120,075	⁽⁸⁾	*
Raza Shaikh	3,706	⁽⁹⁾	*
Mark Whalen	30,500	⁽¹⁰⁾	*

Named Executive Officers who are not Directors
JP Lapointe	7,620	⁽¹¹⁾	*
Salvatore Rinaldi	86,900	⁽¹²⁾	*

All directors and executive officers as a group (23 persons)	814,583		1.9	%

BALANCE SHEET		Total assets were $5.16 billion as of December 31, 2024, representing an increase of $624.3 million, or 13.8%, from December 31, 2023. ● Cash and cash equivalents increased to $363.9 million from $272.6 million, a $91.3 million, or 33.5%, increase from the prior year as a result of deposit growth outpacing loan and investment growth. ● Net loans increased to $4.29 billion, representing an increase of $437.4 million, or 11.3%, from the prior year as demand for new originations continued. Increases were seen in all loan types, with the exception of construction loans, which decreased by $39.0 million, or 6.3%. Increases in loan types were seen in commercial real estate loans, which increased $193.5 million, or 16.5%, multi-family loans, which increased $123.1 million, or 58.6%, commercial and industrial loans, which increased $67.9 million, or 13.8%, residential real estate loans, which increased $33.3 million, or 3.0%, consumer loans, which increased $39.7 million, or 19.4%, and home equity loans, which increased $26.8 million, or 27.5%. ● The growth in the balance sheet was funded by growth in deposits, primarily from core deposits, which increased $664.1 million, or 20.7% from the prior year, as deposit growth was a significant focus of the Company for the year.


NET INTEREST INCOME		Net interest income was $161.2 million for the year ended December 31, 2024, compared to $131.7 million for the prior year, representing an increase of $29.5 million, or 22.4%. ● The increase in interest income during the year was primarily attributable to increases in the average balance of loans and cash and short-term investments, which contributed increases of $58.6 million, or 27.6%, and $9.7 million, or 187.3%, respectively. ● The increase in interest expense for the year was primarily driven by increases in rates and volume on interest-bearing deposits, which increased interest expense by $50.5 million, or 66.1%, with the increases experienced primarily in certificates of deposit and money market accounts. The increase was partially offset by interest expense on FHLB advances, which decreased by $9.7 million, or 68.7%, for the year.


NONINTEREST INCOME		Noninterest income amounted to $11.5 million for the year, a decrease of $3.8 million, or 24.9%, from the prior year. ● Employee retention credit income decreased $3.5 million as the Company did not receive this one-time credit again during 2024. ● Loss on sale of available-for-sale securities amounted to $1.9 million from the sale and redeployment of below market-yielding securities during 2024. ● MasterCard fee income increased $610 thousand during the year resulting from a one-time signing bonus recognized. ● Bank-owned life insurance income increased $758 thousand as the Company purchased $50 million of additional policies and surrendered $46 million of previously-issued policies, but earned income on all policies until the surrendered policies are paid out in 2025.


NONINTEREST EXPENSE		Noninterest expense amounted to $102.0 million for the year, a decrease of $19.4 million, or 16.0%, from the prior year. ● Charitable contribution expense decreased $19.6 million, or 85.0%, from prior year as a result of the one-time expense to fund the Needham Bank Charitable Foundation in 2023 did not recur in 2024. ● FDIC insurance expense decreased $1.9 million, or 39.5%, in 2024 primarily as a result of the increase in capital ratios, which reduces FDIC insurance expense. ● Director and professional fees increased $2.4 million, or 38.0%, primarily from servicing expense on purchased consumer loans, along with increased audit and recruiting expenses. ● Data processing expense increased $1.5 million, or 20.3%, as a result of an increase in core processing charges from the growth on the balance sheet, along with expenses from new system and technology put into service during the year.

INDEPENDENCE		● With the exception of the Chairman, President & CEO, the remainder of the Board is independent. ● The Board appointed a Lead Independent Director, Francis Orfanello. ● The Company added 5 directors to the Board in 2023 after a rigorous, independent search process, and added an additional independent director in 2024.


ESG		● Several of the Company’s locations include electric vehicle charging stations. ● The Company invests in solar partnerships to further reduce carbon footprints. ● The Company offers a hybrid work schedule, which reduces gasoline consumption and emission. ● The Company entered into a new lease for executive office space in a LEED-certified building.


RISK OVERSIGHT		● The Board appointed a Lead Independent Director during 2024. ● Board committees are comprised of independent directors. ● The Company maintains a Code of Ethics and Employee Handbook. ● Annual training is provided to all employees on harassment, ethics and privacy. ● Insider Trading, Clawback and Confidentiality Policies governs the Board and executive management.

	SUSAN ELLIOTT Retired EVP Federal Home Loan Bank of Boston		CHRISTOPHER LYNCH Partner and co-founder Marshall Resources
INDEPENDENT Age: 71 Director Since: 2020 Committees: Audit		INDEPENDENT Age: 63 Director Since: 2010 Committees: Compensation
Career Prior to her retirement in 2019, from 1981 until 2019, Ms. Elliott was employed at the Federal Home Loan Bank of Boston in roles of increasing responsibility, including serving as Executive Vice President and Chief Business Officer from 2009 until her retirement.		Career Partner and co-founder, since 1995, of Marshall Resources, an information technology services company with offices in Massachusetts, North Carolina and Arizona. Mr. Lynch is also an entrepreneur and investor and since 2003, Mr. Lynch has been the sole owner and operator of various real estate investment entities which purchase, develop and manage commercial real estate properties in Needham, Massachusetts and since 2009 has owned and managed a wine investment company.
Qualifications Ms. Elliott has over 45 years of banking experience and we believe this experience qualifies her to serve on the board of directors.		Qualifications We believe that Mr. Lynch’s experience as a business owner and entrepreneur offers a valuable perspective on developing a successful business, as well as the challenges and risks an organization may face as it grows its product offerings, which qualifies him to serve on our board of directors.


	FRANCIS ORFANELLO Operating Partner One Rock Capital Partners, LLC		KENNETH MONTGOMERY Retired FVP, Chief Operating Officer Federal Reserve Bank of Boston
INDEPENDENT Age: 66 Director Since: 2007 Committees: Audit, Enterprise Risk Management, Compensation		INDEPENDENT Age: 66 Director Since: 2024 Committees: Enterprise Risk Management, Nominating and Governance
Career An Operating Partner focused on the Food and Beverage Manufacturing and Distribution vertical for One Rock Capital Partners, LLC, a value-oriented, operationally focused private equity firm headquartered in New York, a position he has held since 2014. Prior to being engaged by One Rock Capital, Mr. Orfanello was a corporate executive for over 20 years at various beverage and food companies as well as service businesses. Mr. Orfanello oversaw national supply chain and sales operations as well as leading strategic initiatives in new product development, manufacturing modernization, opening new channels of distribution and scaling branded consumer products businesses. Mr. Orfanello began his career in a Boston-based accounting firm where he ultimately became a partner. Mr. Orfanello was named Lead Independent Director in September 2024.		Career Prior to his retirement in 2024, Mr. Montgomery most recently served as First Vice President and Chief Operating Officer at the Federal Reserve Bank of Boston, overseeing critical initiatives, including the $700 million FedNow Service program. From October 2021 to June 2022, Mr. Montgomery served as interim President and Chief Executive Officer of the Federal Reserve Bank of Boston. During the majority of his time in the Federal Reserve Bank system, Mr. Montgomery occupied positions that included oversight of technology groups and systems, including 18 years where Mr. Montgomery served as Executive Vice President and Federal Reserve System Chief Technology Officer based out of the Federal Reserve Bank of Richmond. Mr. Montgomery previously served as an executive committee member of the Greater Boston Chamber of Commerce, chair of the Boston Private Industry Council – Boston's workforce development board, and as an executive committee member of the Boston Municipal Research Bureau. Mr. Montgomery also serves as a national advisory board member and past vice chair of the Advanced Cyber Security Center, a nonprofit consortium made up of industry, university, and government organizations, and is a former member of the Massachusetts Cyber Security Council.
Qualifications We believe Mr. Orfanello’s strategic marketing experience, as well as his financial acumen, qualify him to serve on our board of directors.		Qualifications We believe Mr. Montgomery’s extensive regulatory and technology experience, as well as his financial acumen, qualify him to serve on our board of directors.

	PAUL AYOUB Chair Nutter McClennen & Fish, LLP		JOSEPH CAMPANELLI Chairman of the Board, President and Chief Executive Officer NB Bancorp, Inc. & Needham Bank
INDEPENDENT Age: 69 Director Since: 2023 Committees: Nominating and Governance		Age: 68 Director Since: 2017 Committees: None
Career Paul Ayoub is a practicing attorney and chair of Nutter McClennen & Fish, LLP, a full-service law firm headquartered in Boston, Massachusetts, where he is a partner in the firm’s Real Estate Department and represents clients in the financing and development of commercial real estate projects in Greater Boston, New England and throughout the country. Mr. Ayoub has also served, including as chair, on real estate industry, business and charitable boards.		Career Mr. Campanelli has served as President and Chief Executive Officer of Needham Bank since joining the Bank in January 2017 and was elected Chairman in 2022. Mr. Campanelli has over 40 years of banking experience in a variety of senior and executive positions, including having served as the President and Chief Executive Officer of Sovereign Bancorp, Inc. and its subsidiary Sovereign Bank as well as Chairman, President and Chief Executive Officer of Flagstar Bancorp, Inc. and its subsidiary Flagstar Bank. Mr. Campanelli’s positions as President and Chief Executive Officer foster clear accountability, effective decision-making, a clear and direct channel of communication from senior management to the full board of directors, and alignment on corporate strategy. Additionally, Mr. Campanelli has a long history of community involvement, currently serving on the board of the Massachusetts Business Roundtable, Boys and Girls Club of Boston and The One Hundred Club of Boston.
Qualifications We believe that Mr. Ayoub’s valuable experience in real estate transactions and corporate governance qualifies him to serve on our board of directors.		Qualifications We believe Mr. Campanelli’s significant banking experience and leadership qualifies him to serve on the board of directors.


	WILLIAM DARCEY President and Chief Executive Officer Provider Group		MARK WHALEN Retired, Former CEO Needham Bank
INDEPENDENT Age: 62 Director Since: 2009 Committees: Enterprise Risk Management		INDEPENDENT Age: 66 Director Since: 2007 Committees: Audit, Enterprise Risk Management, Compensation, and Nominating and Governance
Career William Darcey is President and Chief Executive Officer of Provider Group, an insurance agency headquartered in Needham, Massachusetts and Providence, Rhode Island. Mr. Darcey joined Provider Group in 2001 and has served as its President and Chief Executive Officer since 2009. He has over 30 years of experience providing risk management services to businesses and individuals throughout New England and as President and Chief Executive Officer, Mr. Darcey leads Provider Group’s strategic direction, including overseeing sales, marketing, client services, and agency operations.		Career Prior to his retirement in 2017, Mr. Whalen was a career banker and from 2007 until his retirement, Mr. Whalen was employed at Needham Bank. He served as President and Chief Operating Officer of Needham Bank from 2014 through 2015 and Chief Executive Officer of Needham Bank from 2015 until his retirement. Prior to his employment at Needham Bank, from 1999 through 2007, Mr. Whalen was President and Chief Executive Officer of Dedham Co-operative Bank, Dedham, Massachusetts. Mr. Whalen has over 40 years of banking experience.
Qualifications We believe Mr. Darcey’s executive management experience, as well as his knowledge of the commercial landscape and trends in our market area, qualifies him to serve on our board of directors.		Qualifications We believe Mr. Whalen’s broad banking experience, as well as his institutional knowledge of Needham Bank and our market areas, qualifies him to serve on the board of directors.

	ANGELA JACKSON Chief Executive Officer Future Forward Strategies		JOSEPH NOLAN Chairman, President & CEO Eversource
INDEPENDENT Age: 49 Director Since: 2023 Committees: Audit, Nominating and Governance		INDEPENDENT Age: 62 Director Since: 2023 Committees: Compensation
Career Dr. Jackson, Ed.L.D., is a lecturer at Harvard University, Cambridge, Massachusetts. She has held teaching positions in a part-time capacity since 2018 and has focused more exclusively as a lecturer since June 2022. In her role at Harvard, among other responsibilities, Dr. Jackson teaches classes on education, entrepreneurship and innovation. In addition to her lecturing responsibilities, from February 2022 until October 2022, Dr. Jackson served as Chief Ecosystem Investment Officer for Kapor Enterprises, a family office, and from June 2018 until February 2022, she was a Managing Partner at New Profit, a venture philanthropy firm headquartered in Boston, Massachusetts where she oversaw Economic Mobility Investments. As an Environment, Social and Corporate Governance (ESG) expert, Dr. Jackson is a frequent lecturer and is a widely published consultant and Board member to numerous organizations and entities, and has advised over 100 enterprises in ESG strategy and oversight.		Career Mr. Nolan is Chairman of the Board, President and Chief Executive Officer of Eversource Energy Service Company, New England’s largest electric, gas and water utility provider and is Chairman and a director of Eversource Energy’s principal subsidiaries, except The Connecticut Light and Power Company. Mr. Nolan was elected President and Chief Executive Officer of Eversource Energy in May 2021 and elected Chairman in 2022. Previously, Mr. Nolan served as Executive Vice President-Strategy, Customer and Corporate Relations of Eversource Energy since February 2020. Prior to that, Mr. Nolan served as Executive Vice President-Customer and Corporate Relations of Eversource Energy from August 2016 to February 2020. Mr. Nolan is active in civic and charitable organizations including serving on the Boards of Directors of the New England Council, Camp Harbor View, Francis Ouimet Scholarship Fund, Long Island Association, and an advisory board member of Intercontinental Real Estate Corporation.
Qualifications We believe that Dr. Jackson’s expertise in the areas of ESG, as well as her knowledge and interaction with civic, charitable and venture philanthropic enterprises in our market area and nationally, qualifies her to serve on our board of directors.		Qualifications We believe Mr. Nolan’s management and executive experience and his general business acumen qualify him to serve on our board of directors.


CEO	OTHER NEOS

	HOPE PASCUCCI President and Principal Rose Grove Capital Management, LLC		RAZA SHAIKH Owner Raza Enterprises, LLC
INDEPENDENT Age: 57 Director Since: 2023 Committees: Audit, Enterprise Risk Management		INDEPENDENT Age: 51 Director Since: 2023 Committees: Audit, Enterprise Risk Management
Career Hope Pascucci is President and Principal of Rose Grove Capital Management, LLC, headquartered in Wellesley, Massachusetts, which manages fixed-income credit hedge funds focused on preferred stock and hybrid capital markets. Ms. Pascucci has held these positions since the firm’s founding in 2006. Prior to Rose Grove Capital’s founding, Ms. Pascucci served as Co-head of Global Capital Markets for Deutsche Bank in London where her responsibilities included oversight of Global Debt Capital Markets, European and Asian Equity Capital Markets and High Yield/Leveraged Loans. Ms. Pascucci has previously served on the Board of Trustees of Amherst College as well as the Board of Directors of Standard & Poor’s Financial Services LLC.		Career Raza Shaikh, whose legal name is Muhammad Raza, is an entrepreneur and early-stage investor and, since January 2020, is a Managing Director of Launchpad Venture Group, an early-stage angel investment group centered in Boston, Massachusetts. He is also the owner of Raza Enterprises, LLC, a consulting firm founded in January 2019 which focuses on mobile applications and games and, since June 2019, has been a Managing Partner of Beacon Venture Partners, an early-stage Venture Capital Fund for high-growth companies throughout New England. From 2010 until January 2019, Mr. Shaikh was co-Founder and Chief Technology Officer of NorthBay, a consulting firm focused on data analytics, cloud computing and artificial intelligence.
Qualifications We believe that Ms. Pascucci’s knowledge of the capital markets, management skills and business acumen qualify her to be on our board of directors.		Qualifications We believe Mr. Shaikh’s extensive business investment analysis, analytics and information technology expertise qualifies him to serve on our board of directors.

	CHAIR OF BOARD OF DIRECTORS AND LEAD INDEPENDENT DIRECTOR

Joseph Campanelli Chair of Board of Directors
Combining the Chairman of the Board and Chief Executive Officer positions fosters clear accountability, effective decision-making, alignment on corporate strategy, and a clear and direct channel of communication from senior management to the full Board of Directors.
		Francis Orfanello Lead Independent Director
The Lead Independent Director is responsible for providing input with respect to the preparation of agendas for meetings of the Board of Directors and committees, working with the Chairman and the Corporate Secretary to ensure that the Board of Directors has adequate resources and information to support its activities, serving as chair of Board of Directors meetings in the Chairman’s absence, educating the Board of Directors as to its responsibilities, chairing meetings of the independent directors and serving as a liaison between the Board of Directors and management and among individual directors.


		COMMITTEES
			ENTERPRISE		NOMINATING
DIRECTORS	INDEPENDENT	AUDIT	RISK MANAGEMENT	COMPENSATION	AND GOVERNANCE
Paul Ayoub	✓				n
Joseph Campanelli
William Darcey	✓		n
Susan Elliott	✓	n
Angela Jackson	✓	n			n
Christopher Lynch	✓			n
Kenneth Montgomery	✓		n		n
Joseph Nolan	✓			n
Francis Orfanello	✓	n	n	n
Hope Pascucci	✓	n	n
Raza Shaikh	✓	n	n
Mark Whalen	✓	n	n	n	n
NUMBER OF MEETINGS IN 2024		8	8	4	10

	PEER GROUP
	PEER GROUP

● Amalgamated Financial Corp. ● Brookline Bancorp, Inc. ● Camden National Corporation ● ConnectOne Bancorp, Inc. ● Enterprise Bancorp, Inc ● Financial Institutions, Inc.	● Flushing Financial Corporation ● HarborOne Bancorp, Inc. ● Hingham Institution for Savings ● Kearny Financial Corp. ● Metropolitan Bank Holding Corp. ● Northfield Bancorp, Inc.	● Peapack-Gladstone Financial ● The First of Long Island Corporation ● Tompkins Financial Corporation ● TrustCo Bank Corp NY ● Washington Trust Bancorp, Inc.


				Non-equity	Nonqualified
				Incentive Plan	Deferred	All Other
		Salary	Bonus	Compensation	Compensation	Compensation	Total
Name and Principal Position	Year	($)	($)	($)⁽¹⁾	Earnings ($)⁽²⁾	($)⁽³⁾	($)
Joseph Campanelli	2024	988,000	1,030,000	465,893	—	295,686	2,779,579
Chairman, President and Chief Executive Officer	2023	950,000	2,985,316	3,082,033	—	250,400	7,267,749
Salvatore Rinaldi ⁽⁴⁾	2024	598,000	600,000	328,726	—	147,886	1,674,612
Executive Vice President and Chief Operating Officer	2023	575,000	1,893,527	2,194,306	—	107,900	4,770,733
JP Lapointe ⁽⁵⁾	2024	320,833	345,000	213,053	—	16,154	895,040
Executive Vice President and Chief Financial Officer


	401(k) Plan	ESOP	Personal	Deferred
	Employer	Employer	Benefit	Compensation	Total All Other
	Contributions	Contributions	Allotment	Plan	Compensation
	($)	($)	($)^(a)	($)^(b)	($)
Joseph Campanelli	30,500	33,586	34,000	197,600	295,686
Salvatore Rinaldi	30,500	33,586	24,000	59,800	147,886
JP Lapointe	16,154	—	—	—	16,154


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


	Fees Earned or	All Other
	Paid in Cash	Compensation	Total
Name	($)	($)	($)
Paul Ayoub	100,000	—	100,000
William Darcey	110,000	—	110,000
Susan Elliott	110,000	—	110,000
Angela Jackson	100,000	—	100,000
Christopher Lynch	110,000	—	110,000
Kenneth Montgomery ⁽¹⁾	25,000	—	25,000
Joseph Nolan	100,000	—	100,000
Francis Orfanello	100,000	—	100,000
Hope Pascucci	100,000	—	100,000
Raza Shaikh	100,000	—	100,000
Mark Whalen	110,000	—	110,000


Restricted Stock Awards
		Number of
Name	Dollar Value ($)⁽¹⁾	Awards
Paul Ayoub	1,235,200	65,772
William Darcey	1,235,200	65,772
Susan Elliott	1,235,200	65,772
Angela Jackson	1,235,200	65,772
Christopher Lynch	1,235,200	65,772
Kenneth Montgomery	1,235,200	65,772
Joseph Nolan	1,235,200	65,772
Francis Orfanello	1,235,200	65,772
Hope Pascucci	1,235,200	65,772
Raza Shaikh	1,235,200	65,772
Mark Whalen	1,235,200	65,772
Total	13,587,200	723,493


(1)	Amounts are based on the fair market value of NB Bancorp, Inc. common stock on March 5, 2025 (the latest practicable date before the printing of this proxy statement) of $18.78 per share. The actual value of the awards will depend upon the fair market value of NB Bancorp, Inc. common stock on the date of grant.
-


	2024		2023
Audit Fees	$	459,900	$	892,950
Audit-Related Fees		—		271,064
Total Fees	$	459,900	$	1,164,014

	2.9 tons of wood saved or the equivalent of 17 trees			15,400 gallons of water saved or the equivalent of 11.1 clothes washers operating for one year
	18.4 million BTUs saved or the equivalent of 22 residential refrigerators operating for one year			848 pounds of solid waste saved
	12,900 pounds of CO2 equivalent saved or the equivalent of 1.2 cars operating for one year