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.
Other Compensation Practices, Policies and Guidelines
Stock Ownership Guidelines
To reinforce alignment with stockholders’ interests, the Committee maintains stock ownership guidelines for the Board and the Company’s EMT, including the NEOs.
In January 2025, the Committee reviewed our Stock Ownership Guidelines (“Guidelines”) compared to the peer practices and made the following adjustments to be consistent with market practice.
• | Increase the ownership requirement level |
• | Implement self-cure provision in lieu of compliance period |
• | Include unvested time-based restricted stock units towards ownership level for the Guidelines |
EMT members and non-employee directors are required to own shares of the Company’s common stock equal in value to the following schedule:
| | |
| NBT Bancorp Inc. President and CEO | | | 3x Base Salary | | | 4x Base Salary | |
| President of NBT Bank, N.A. | | | 1.5x Base Salary | | | 2x Base Salary | |
| Other Executive Vice Presidents | | | 0.75x Base Salary | | | 1.5x Base Salary | |
| Board of Directors | | | 5,000 Shares | | | 5x Annual Board Cash Retainer | |
| | | | | | | | |
For this purpose, stock ownership includes:
• | Shares owned indirectly (e.g., by a spouse or a trust) if EMT members or directors have a pecuniary interest in such shares |
• | Unvested shares of time-based restricted stock units (but not unvested/unearned performance-based restricted stock units) |
• | Shares held in benefit plans (e.g., ESOP, 401(k) Plan) |
The Committee reviews the value of a participant’s holdings at the end of each fiscal year. The value of holdings is based on the higher of the closing price on the last day of the year or the average closing price of the Company’s common stock for the year.
Until the Guidelines are met, participants are required to hold all of their vested restricted stock after tax from the Company’s incentive plans or other equity compensation arrangements until the Committee confirms that the ownership guidelines have been satisfied.
