Christine Roberts

About Christine Roberts

Executive Vice President and Chief Operating Officer (COO) of Needham Bank since January 2025; age 57. Prior roles at Citizens Bank included EVP, President of Citizens Pay (Apr 2022–Jan 2025), Head of Consumer Lending Experience & Engagement (Sep 2021–Sep 2022), and Head of Student Lending (May 2016–Nov 2021); employed at Citizens since Aug 2012 . During 2025, NB Bancorp reported robust performance: nine‑month net income rose 60.5% YoY to $42.6M, with operating net income of $44.7M, and material improvements in net interest income and efficiency, coincident with her tenure as COO . Post‑IPO company indicators show Operating EPS up 78.3% and share price up 43.3% through Q3’25, reflecting franchise momentum .

Past Roles

External Roles

• Not disclosed in company filings reviewed .

Fixed Compensation

• 2024 named executive officers did not include Roberts; specific base salary or 2024 bonus details for Roberts are not disclosed in the proxy .
• Beginning in 2025, Compensation Committee is implementing a formula‑based short‑term incentive plan for the CEO and other executives as determined, tying short‑term payouts to Company performance while avoiding outsized risk .
• Management bonus policy: bonuses for executives determined by Compensation Committee using targeted % of base salary and structured review (quantitative/qualitative) of performance; CEO/COO recommend for broader management .

Performance Compensation

• Long‑Term Incentive Plan (LTIP) exists for select management, with three‑year cliff vesting; awards pay based on Bank tangible book value appreciation; accelerated in change‑in‑control/death/disability; 2025 10‑Q shows LTIP liabilities declining with reduced expense (context for overall program; Roberts’ specific grants not disclosed) .
• 2025 Equity Incentive Plan (approved Apr 23, 2025) enables restricted stock, RSUs, ISOs/NQSOs, including performance‑based vesting; minimum one‑year vesting for ≥95% of awards; double‑trigger vesting on change‑in‑control if not assumed or upon involuntary termination/good reason; no option repricing; dividends deferred until vesting .
• Performance goals may be set by the Compensation Committee, with flexibility to adjust for extraordinary items; payouts can be cash or stock .

Equity Ownership & Alignment

• Stock ownership guidelines effective Jan 2025: CEO must hold 5x base salary; other NEOs 3x base salary; five years to reach thresholds; 1‑year holding period for 50% of vested shares until compliant (Roberts likely subject once designated NEO; compliance status not disclosed) .
• Anti‑hedging and anti‑pledging policy: executives and directors prohibited from derivatives/hedging and pledging/margin accounts; Board may approve pledge exceptions, but none have been approved .
• Clawback policy aligned with SEC Rule 10D‑1/Nasdaq 5608; prohibits indemnification for recoupment losses .
• ESOP established in Dec 2023 IPO; ongoing release/allocations to eligible employees as loan amortizes (aligns employee incentives; Roberts eligibility implied by employee status, specific allocations not disclosed) .

Employment Terms

• Change‑in‑Control Agreements: NB Bancorp has CIC agreements with its CFO and COO that renew each June 5; provide severance upon involuntary or constructive termination, including following a change in control (specific multiples for COO not disclosed in 10‑Q; CFO details provided separately in proxy) .
• Equity plan treatment: double‑trigger vesting for awards upon change‑in‑control if not assumed or upon involuntary termination/good reason; performance awards vest at target or actual (greater) if triggered .
• Insider trading policy governs grant timing and blackout windows to avoid grants around MNPI; no executive stock options granted in 2024 .

Company Performance During Roberts’ Tenure

Additional context:

• Post‑IPO performance highlights: Operating EPS +78.3%, NIM YTD +7.5%, Operating ROAA +28.3%, Share Price +43.3% through Q3’25 .

Compensation Peer Group (Benchmarking)

• The 2024 peer group used for compensation benchmarking includes regional/community banks such as Amalgamated Financial, Brookline Bancorp, Camden National, ConnectOne, Enterprise Bancorp, Flushing Financial, Hingham Institution for Savings, Kearny Financial, Metropolitan Bank Holding, Northfield Bancorp, Peapack‑Gladstone, First of Long Island, Tompkins Financial, TrustCo Bank Corp NY, Washington Trust Bancorp, and Financial Institutions, Inc. .

Risk Indicators & Red Flags

• Equity plan best practices: no option repricing/cash buyouts; minimum vesting; deferred dividends; double‑trigger CIC; no liberal CIC definitions; no liberal share recycling—mitigates compensation risk .
• Anti‑hedging/pledging and clawback policies reduce misalignment/behavioral risk .
• CIC arrangements exist for COO; details on severance multiples for Roberts not disclosed—limits transparency on parachute economics .

Investment Implications

• Alignment: Strong policy framework (stock ownership guidelines, anti‑hedging/pledging, clawback, double‑trigger equity vesting) suggests high alignment of executive incentives with long‑term TSR and capital stewardship .
• Retention: Newly appointed COO with CIC protection and forthcoming equity plan grants likely supports retention; absence of disclosed individual grant sizes/vesting schedules limits visibility into near‑term selling pressure .
• Performance linkage: 2025 move to formula‑based short‑term incentives and performance‑eligible equity awards should strengthen pay‑for‑performance, with company operating metrics improving during her tenure (EPS, ROAA, revenue growth), a positive signal for execution continuity .
• Watch items: Monitor future proxy for Roberts’ specific compensation (base, target bonus, RSU/PSU grants, vesting), Form 4 activity for insider sales/pledging exceptions (none approved to date), and finalized CIC terms for the COO .