NB Bancorp (NBBK) Proxy filing summary

Executive summary

• Achieved significant growth since IPO, with balance sheet expanding by $2.5 billion, including the acquisition of Provident Bancorp in 2025.

• Operating net income for 2025 was $66.7 million, with operating diluted EPS of $1.76 and operating ROAA and ROAE of 1.21% and 8.73%, respectively.

• Completed two share repurchase programs and initiated a quarterly dividend in 2025.

• Gross loans grew by 9.8% and core deposits by 11.3% (excluding acquisition), outpacing peers.

Voting matters and shareholder proposals

• Shareholders will vote on the election of five directors for three-year terms and the ratification of Elliott Davis, LLC as independent auditor for 2026.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Shareholders of record as of March 6, 2026, are entitled to vote; multiple voting methods are available.

• Procedures for shareholder proposals and director nominations are detailed, with specific advance notice requirements.

Board of directors and corporate governance

• Board consists of 13 members, 85% independent, with a Lead Independent Director and diverse skills in banking, risk, IT, and ESG.

• Board committees (Audit, Compensation, Enterprise Risk, Nominating/Governance) are fully independent.

• Board added new independent directors in 2023–2025, including through the Provident acquisition.

• Annual board and CEO performance evaluations, succession planning, and robust code of ethics in place.

• Stock ownership guidelines require directors to hold at least four times their cash retainer in company stock.