NB Bancorp (NBBK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2025, with voting on director elections, equity incentive plan, and auditor ratification.

• Company reported $5.16 billion in assets, 22% net interest income growth, and 21% core deposit growth for 2024.

• Net loans increased 11.3% and core deposits rose 20.7% over the prior year.

• Noninterest expense decreased 16% due to lower charitable contributions and FDIC insurance costs.

• GAAP net income for 2024 was $42.1 million, up from $9.8 million in 2023.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors, approving the 2025 Equity Incentive Plan, and ratifying Elliott Davis, LLC as the independent auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals and nominations for the 2026 meeting must be submitted between January 12 and January 22, 2026.

Board of directors and corporate governance

• Board consists of 12 members, 11 of whom are independent; average tenure is 6 years.

• Board committees include Audit, Enterprise Risk Management, Compensation, and Nominating and Governance.

• Lead Independent Director role established to enhance independent oversight.

• Board diversity includes 25% female directors and a mix of tenures and backgrounds.

• Board skills matrix highlights expertise in industry, risk management, finance, IT, and ESG.