Francis Orfanello
About Francis Orfanello
Francis Orfanello, age 66, has served as an independent director of NB Bancorp (Needham Bank) since 2007 and was appointed Lead Independent Director in September 2024. He is an Operating Partner at One Rock Capital Partners, focused on the food and beverage manufacturing and distribution vertical (since 2014), and previously held corporate executive roles in beverage, food, and services businesses across supply chain and sales operations; he began his career and became a partner at a Boston-based accounting firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| One Rock Capital Partners, LLC | Operating Partner (Food & Beverage vertical) | 2014–present | Strategic initiatives (new product development, manufacturing modernization, distribution channels), scaling branded consumer products |
| Various beverage/food/service companies | Corporate executive | ~20+ years (prior to 2014) | Oversaw national supply chain and sales operations; strategic initiatives |
| Boston-based accounting firm | Partner | Early career (years not disclosed) | Financial and accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| One Rock Capital Partners, LLC | Operating Partner | 2014–present | Value-oriented, operationally focused private equity; headquartered in New York |
Board Governance
- Independence: Board determined all directors other than the CEO (Campanelli) are independent under Nasdaq standards; Orfanello is independent .
- Lead Independent Director: Appointed September 2024; responsibilities include agenda input, ensuring resources/information for the Board, chairing meetings in Chairman’s absence, leading independent director sessions, and acting as liaison among Board and management .
- Committee memberships (NB Bancorp, Inc.):
- Audit Committee – Member; Audit Committee chair is Susan Elliott; 8 meetings in 2024; Orfanello signed the Audit Committee Report .
- Enterprise Risk Management (ERM) Committee – Member; chair is William Darcey; 8 meetings in 2024 .
- Compensation Committee – Member; chair is Christopher Lynch; 4 meetings in 2024 .
- Nominating & Governance Committee: Not listed as a member; committee had 10 meetings in 2024 .
- Attendance: Board held 11 regular meetings during 2024; no director or committee member attended fewer than 75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board structure: Combined Chairman/CEO with counter-balancing governance (majority independent board, executive sessions, annual CEO evaluations) and Lead Independent Director role added in 2024 .
Fixed Compensation
| Year | Annual Board Retainer (Cash) | Committee Membership Retainer (Cash) | Chair Fees (Cash) | Lead Independent Director Fee (Cash) | Total Cash Fees |
|---|---|---|---|---|---|
| 2024 | $75,000 | $25,000 | $0 (not a chair) | $0 (LID fee effective 2025) | $100,000 (paid) |
| 2025 (policy) | $75,000 | $25,000 | $10,000 per chair; Audit Chair +$5,000 (total $15,000) | $25,000 (new for LID starting Jan 2025) | Varies by roles |
- No additional director perquisites disclosed; Director Retirement Plan exists but was hard frozen effective December 31, 2024 (no further accruals) .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value | Vesting | Dividends | Triggers/Protections |
|---|---|---|---|---|---|---|
| Restricted Stock (self-executing under 2025 Equity Plan upon stockholder approval) | Day after plan approval (plan effective Apr 23, 2025; grant self-executes the following day) | 65,772 shares | $1,235,200 (at $18.78 per share, Mar 5, 2025 FMV) | 5-year equal annual installments, subject to continued service; acceleration on death, disability, or involuntary termination at/after change in control | Cash dividends withheld until vest; stock dividends subject to same vesting; no dividend equivalents on options | Double-trigger for awards on change in control unless not assumed; no option repricing; ≥1-year minimum vesting for ≥95% of awards; plan subject to clawback, anti-hedging/pledging policies |
- The 2025 Equity Incentive Plan provides for performance-based awards, but initial non-employee director grants are time-based restricted stock; performance metrics are committee-determinable for future grants and can include company/business unit goals with specified exclusions (extraordinary items, accounting changes, etc.) .
Other Directorships & Interlocks
| Category | Disclosed |
|---|---|
| Current public company boards | Not disclosed for Orfanello in the proxy biography |
| Prior public company boards | Not disclosed in the biography |
| Private/non-profit boards | Not disclosed beyond role at One Rock in the biography |
| Potential interlocks/conflicts | Board considers director loans/deposits; loans to directors/officers made in ordinary course on market terms and performing; Nutter LLP provides services (Director Ayoub partner), reviewed under related party policy; no Orfanello-specific related-party transaction disclosed |
Expertise & Qualifications
- Strategic marketing and financial acumen; experience leading supply chain and sales operations, and strategic initiatives (new product development, manufacturing modernization, distribution) .
- Risk oversight: Member of Audit, ERM, and Compensation Committees; the board skills matrix reflects broad risk management coverage across the board; Susan Elliott is designated the audit committee financial expert (not Orfanello) .
- Lead Independent Director responsibilities underscore governance leadership and board process stewardship .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | Ownership % of Outstanding |
|---|---|---|---|
| Francis Orfanello | 57,500 | Includes 7,500 shares held in his retirement account | ~0.137% (57,500 / 41,842,641; calculated from outstanding shares as of Feb 28, 2025) |
- Stock ownership guidelines for directors effective January 2025: Non-employee directors must hold 4x their cash retainers in Company stock within five years; 50% of vested shares have a one-year holding period until minimum is met .
- Anti-hedging/pledging: Directors prohibited from hedging and generally from pledging Company stock; no exceptions approved by the Board to date .
- Company stated it had no outstanding authorized or approved equity-based awards prior to adoption of the 2025 Equity Plan .
Governance Assessment
- Strengths: Independence; Lead Independent Director appointment in 2024; multiple committee memberships (Audit, ERM, Compensation) indicating deep engagement; Board attendance thresholds met; robust anti-hedging/pledging and clawback policies; double-trigger vesting under the equity plan; committee charters on governance available .
- Alignment: 2025 director restricted stock grants create meaningful equity stakes with multi-year vesting and dividends deferred until vesting, strengthening long-term alignment; director stock ownership guidelines formalize alignment over a five-year horizon .
- Scrutiny areas:
- One-time director equity grants are large (~$1.235 million per director; 65,772 shares) and may draw investor attention to dilution and director pay practices, though framed as recognition for conversion efforts and structured with time-based vesting and best-practice safeguards (no repricing, double-trigger, ≥1-year minimum vesting) .
- Related-party transactions monitored (e.g., legal services from Nutter LLP where a director is a partner); the proxy discloses process and amounts; no Orfanello-specific RPT disclosed .
- Signals: Appointment as Lead Independent Director and tri-committee membership indicate significant governance influence and oversight responsibility; no delinquent Section 16(a) reports identified for Orfanello in 2024 (late filers named were Jackson, Ayoub, Lapointe, Evangelista) .
RED FLAGS
- Scale of the initial equity grant to non-employee directors (65,772 shares; ~$1.235 million each) may be viewed as rich; monitor dilution and whether future director equity grants remain restrained .
- Board leadership combined with CEO requires continued reliance on LID role and executive sessions to mitigate agenda control; ensure annual rotation/selection of lead independent director remains robust .