DEF: NBT Bancorp Announces 2025 Annual Meeting and Director Nominees

NBT Bancorp will hold its annual meeting on May 20, 2025, to elect directors, approve executive compensation, and ratify the appointment of KPMG LLP as its independent accounting firm.

Summary

• NBT Bancorp Inc. will hold its annual meeting of stockholders on May 20, 2025, virtually.
• Stockholders will vote on electing eleven director nominees, approving executive compensation on an advisory basis, and ratifying the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2025.
• The record date for determining stockholders eligible to vote is March 24, 2025.
• As of March 24, 2025, there were 47,255,370 outstanding shares of common stock.
• The Board of Directors recommends voting for all director nominees, approving executive compensation, and ratifying the appointment of KPMG LLP.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting factual information about the upcoming annual meeting and proposals for shareholder vote. The sentiment is neutral to slightly positive due to the company's positive ESG commitments and community involvement.

Positives

• The Board of Directors is actively engaged in Environmental, Social, and Governance (ESG) principles.
• The company contributed over $2.3 million in 2024 through its active contribution program.
• Employees reported over 10,500 hours of volunteer service in 2024.
• The NBT CEI-Boulos Impact Fund is a $10 million real estate equity investment fund supporting lowand moderate-income communities.
• Over 18,000 NBT iSelect Accounts have been opened since 2021, featuring no monthly charges or overdraft fees.
• The company offers a comprehensive array of financial products and services for consumers and businesses with options that are beneficial to unbanked and underbanked individuals.
• The company launched an employee well-being strategy focused on emotional, physical, financial, social and work-life goals.
• The company offers total rewards designed to support employees at various stages of their personal lives and careers.
• The company offers benefits such as paid parental leave, increased flexibility in work schedules, expanded paid leave options, a retirement transition program, and a comprehensive Employee Assistance Program, which will include expanded coverage and additional health guides in 2025.

Future Outlook

The Board believes that the Companys executive compensation philosophy, guidelines and programs provide a strong link between each NEOs compensation and the Companys short and long-term performance.

Management Comments

• NBTs Board of Directors is appreciative of Seifters leadership, wise counsel and commitment to NBT.
• NBTs Board of Directors is grateful for Webbs years of service and dedication to NBT and the banking industry.

Industry Context

This announcement is typical for publicly traded companies as they prepare for their annual meetings, ensuring compliance with SEC regulations and providing shareholders with the opportunity to participate in corporate governance.

Comparison to Industry Standards

• The peer group used as reference for 2024 TDC and financial performance comparisons consists of community-based banking organizations with assets between $6.5 billion and $28 billion (approximately 0.5x 2x the Companys asset size), operating in a market similar to the Companys and competing for comparable executive talent.
• The peer group utilized for the 2024 pay analysis consisted of the following companies: Berkshire Hills Bancorp, Inc., First Financial Bancorp., Park National Corporation, Brookline Bancorp, Inc., First Merchants Corporation, Premier Financial Corp., Community Financial System, Inc., Fulton Financial Corporation, Provident Financial Services, Inc., Dime Community Bancshares, Inc., Independent Bank Corp., S&T Bancorp, Inc., Eastern Bankshares, Inc., Northwest Bancshares, Inc., Tompkins Financial Corporation, First Busey Corporation, OceanFirst Financial Corp., WesBanco, Inc., First Commonwealth Financial Corporation.

Management Changes

Related Party Transactions

• During the period from January 1, 2024 through December 31, 2024, NBT Insurance Agency, LLC received $1,905,570 in commissions from New York Central Mutual Fire Insurance Company, of which Director V. Daniel Robinson II is the Chairman of the Board.

Stakeholder Impact

• Shareholders have the opportunity to vote on key corporate matters.
• Employees are impacted by changes in executive leadership and compensation policies.
• Communities benefit from the company's ESG initiatives and philanthropic contributions.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will proceed with the annual meeting on May 20, 2025.
• The Board will consider the outcome of the advisory vote on executive compensation.

Key Dates

Keywords

annual meeting, proxy statement, directors, executive compensation, KPMG, stockholders, corporate governance, NBT Bancorp