NB BANCORP INC (NBBK)
Sector: Financials
2026 Annual Meeting Analysis
NB BANCORP INC · Meeting: April 29, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Five Directors
Ayoub has served since 2023 (within the 24-month new-director exemption window), is independent, has relevant real estate and corporate governance experience, attended all meetings in 2025, and NBBK's 3-year total return of +49.8% outpaces the QABA community bank benchmark by +8.5 percentage points, well below the 65-point threshold needed to trigger an against vote; one related-party concern exists (his law firm received ~$1.7M from the bank in 2025) but it is disclosed, reviewed by the board, and does not override the overall FOR determination.
Campanelli is the CEO and Chairman with deep banking experience; NBBK's 3-year total return of +49.8% outpaces QABA by +8.5 percentage points, far below the 65-point underperformance threshold needed to trigger an against vote on a director, so no TSR trigger fires; all other director-election policy screens (overboarding, attendance, independence classification for committee service) are clear.
Darcey is independent, has served since 2017, has relevant executive and risk-management experience, attended all meetings in 2025, and NBBK's strong positive 3-year TSR of +49.8% vs. QABA results in only a +8.5pp gap — far below the 65pp threshold required to trigger an against vote.
Reilly joined the board in November 2025 (less than 24 months ago), making him exempt from the TSR underperformance trigger under policy; the proxy classifies him as non-independent because he is a paid consultant, but he serves only on the Enterprise Risk Management Committee, which has no independence requirement, so no committee-independence concern arises; his banking background is directly relevant.
Whalen is independent, has served since 2007, brings 40+ years of direct banking experience including as former CEO of Needham Bank, attended all meetings in 2025, and NBBK's 3-year TSR of +49.8% vs. QABA produces a gap of only +8.5pp, well below the 65pp threshold needed to fire an against vote for a long-tenured director with a strongly positive absolute return.
All five nominees pass the director-election policy screens. The TSR trigger does not fire for any nominee: NBBK's 3-year price return of +49.8% is strongly positive, and the company outperforms the QABA community bank benchmark by +8.5 percentage points — far below the 65-point underperformance threshold that would be required to trigger an against vote. Paul Ayoub has been on the board less than 24 months and is exempt from the TSR test regardless. Joseph Reilly is also exempt as a director who joined within the past 24 months. No overboarding, attendance failures, or committee-independence violations are identified.
Say on Pay
✗ AGAINSTCEO
Joseph Campanelli
Total Comp
$8,098,855
Prior Support
N/A
CEO Joseph Campanelli received total compensation of $8,098,855 in 2025, which is significantly above what our independent benchmark indicates is appropriate for a CEO at a community bank with approximately $930 million in market capitalization — the benchmark for this role and size band is roughly $3–4 million in total compensation, placing Campanelli's pay approximately 100% or more above the expected range, well over the 30% excess threshold that triggers a No vote. More importantly, the single largest component of his pay — a $4.5 million stock award granted entirely as time-based restricted shares with no performance conditions — means the equity vests simply by remaining employed, not by achieving any specific financial or stock-price goals; under policy, incentive awards that have no meaningful performance conditions are treated as fixed pay in disguise, which is a standalone No trigger. The pay-for-performance structure is further undermined by the absence of any long-term performance equity grants to executives: while NBBK's stock performance has been good, the compensation program's design does not require executives to earn their outsized equity awards by meeting specific targets, which fails the policy's requirement for at least 50-60% of senior executive pay to be genuinely performance-based.
Auditor Ratification
✓ FORAuditor
Elliott Davis, LLC
Tenure
N/A
Audit Fees
$584,524
Non-Audit Fees
$0
The fee table shows only audit fees of $584,524 for 2025 with zero non-audit or audit-related fees, so the non-audit fee ratio is 0% — well within the 50% threshold. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy (no assumption of a No vote when tenure is undisclosed). Elliott Davis is a large regional firm; at a market cap of ~$930M, this is an acceptable auditor size. No material restatements are disclosed.
Overall Assessment
The 2026 NB Bancorp annual meeting covers two standard proposals — director elections and auditor ratification — both of which pass all policy screens and receive FOR determinations; the company's stock has delivered a strong +49.8% three-year return, outperforming the QABA community bank benchmark. However, the Say on Pay vote receives an AGAINST determination because CEO total compensation of over $8 million is substantially above the expected range for a community bank of this size, and the $4.5 million equity award was granted entirely as time-vesting restricted stock with no performance conditions, meaning the largest piece of executive pay is not tied to any measurable outcomes for shareholders.