Christopher Lynch
About Christopher Lynch
Christopher Lynch, age 63, has served as an independent director of NB Bancorp since 2010. He is the partner and co‑founder of Marshall Resources, an information technology services firm founded in 1995, and an entrepreneur/investor with real estate investment entities (since 2003) and a wine investment company (since 2009). The Board identifies his credentials in business ownership and entrepreneurship as key qualifications for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marshall Resources | Partner & Co‑Founder | Since 1995 | Brings IT services, growth scaling perspective |
| Various real estate investment entities | Owner/Operator | Since 2003 | Real estate development and management experience |
| Wine investment company | Owner/Manager | Since 2009 | Entrepreneurial discipline |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Lynch |
Board Governance
- Independence: Independent director; the Board determined all directors other than the CEO are independent under Nasdaq rules .
- Committee assignments: Chair, Compensation Committee; member of Compensation Committee (committee met 4 times in 2024) .
- Attendance and engagement: The Board met 11 times in 2024; no director attended fewer than 75% of Board and committee meetings on which they served. All directors attended the 2024 Annual Meeting .
- Lead Independent Director: Role held by Francis Orfanello; independent directors meet in executive session periodically .
- Risk oversight and committee mandates: Audit, ERM, Compensation, and Nominating & Governance committees operate under written charters with defined oversight responsibilities .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual director fees (cash) | $110,000 | Lynch’s 2024 total cash fees |
| Retainer (cash) | $75,000 | Annual director retainer (paid monthly) |
| Committee membership retainer (cash) | $25,000 | Annual committee retainer |
| Committee chair fee (cash) | $10,000 | Chair premium; Lynch chairs Compensation Committee |
| 2025 structural changes | n/a | Lead Independent Director: +$25k; Audit Chair: +$5k (total $15k); others unchanged |
Performance Compensation
| Award | Grant Date | Shares/Units | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (non‑employee director one‑time grant, self‑executing upon plan approval) | Day after 2025 Equity Plan approval (April 24, 2025) | 65,772 | $1,235,200 | Time‑based vesting over 5 years; acceleration for death, disability or involuntary termination in change‑in‑control context | None stated for director grant; Plan permits performance goals for awards generally |
The 2025 Equity Incentive Plan implements best practices including minimum one‑year vesting for 95% of awards, prohibition on option repricing/cash buyouts without stockholder approval, double‑trigger vesting on change‑in‑control, and dividend deferral until vesting .
Other Directorships & Interlocks
| Company | Board/Committee Role | Interlock/Transaction |
|---|---|---|
| — | — | No Lynch‑specific related‑party transactions disclosed; loans to directors are ordinary‑course on market terms per banking regulations |
Expertise & Qualifications
- Business owner/entrepreneurship perspective; IT services leadership; risk awareness in scaling product offerings; real estate investment experience .
- Board skills matrix reflects comprehensive risk management and executive leadership capabilities at the Board level .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Notable Details |
|---|---|---|---|
| Christopher Lynch | 79,000 | ~0.19% (79,000 / 41,842,641) | Includes 60,000 shares in retirement account |
| Shares outstanding reference | 41,842,641 | — | Total common shares outstanding as of Feb 28, 2025 |
- Anti‑hedging/pledging: Directors are prohibited from hedging Company stock and generally prohibited from pledging shares; no exceptions approved by the Board .
- Director stock ownership guidelines: Effective Jan 2025, non‑employee directors must hold 4x cash retainer; 50% of vested shares subject to a one‑year holding period until guideline met .
- Indicative market value of Lynch’s holdings: ~$1.48 million at $18.78 per share (March 5, 2025) .
Governance Assessment
- Positive signals:
- Independent status with long tenure; chairs Compensation Committee, which engaged Meridian Compensation Partners in 2024, indicating use of independent compensation consultants .
- Strong alignment mechanisms: anti‑hedging/pledging policy; director and NEO ownership guidelines; planned equity grants with multi‑year vesting .
- Attendance above minimum thresholds and annual meeting participation .
- Watch items:
- Size of prospective director equity grants ($1.235m per director; 65,772 shares) is substantial; monitor dilution and governance optics despite best‑practice safeguards .
- Combined Chair/CEO structure mitigated by Lead Independent Director and executive sessions; continue to monitor independence in agenda‑setting .
- Conflicts:
- No Lynch‑specific related‑party transactions disclosed; general director loans are ordinary‑course on market terms .
- Compliance:
- Section 16(a) filings: late filings noted for other directors/executives; none for Lynch .