Hope Pascucci
About Hope Pascucci
Hope Pascucci (age 57) is an independent director of NB Bancorp, Inc. (NBBK) since 2023. She is President & Principal of Rose Grove Capital Management, LLC, a fixed‑income credit hedge fund manager focused on preferred stock and hybrid capital markets, and previously served as Co‑Head of Global Capital Markets at Deutsche Bank in London overseeing Global Debt Capital Markets, European and Asian Equity Capital Markets, and High Yield/Leveraged Loans; she has served on the Board of Directors of Standard & Poor’s Financial Services LLC and the Board of Trustees of Amherst College . She serves on NBBK’s Audit Committee and Enterprise Risk Management Committee and is classified as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Bank (London) | Co‑Head of Global Capital Markets; oversight of Global DCM, European & Asian ECM, High Yield/Leveraged Loans | Not disclosed | Led initiatives across capital markets platforms |
| Standard & Poor’s Financial Services LLC | Director | Not disclosed | Board-level oversight (subsidiary of S&P Global) |
| Amherst College | Trustee | Not disclosed | Governance for academic institution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rose Grove Capital Management, LLC | President & Principal | Since 2006 | Manages fixed‑income credit hedge funds (preferred stock, hybrid capital) |
| Amherst College | Board of Trustees (prior) | Not disclosed | Non‑profit academic board service |
| Standard & Poor’s Financial Services LLC | Board of Directors (prior) | Not disclosed | Financial services subsidiary board |
Board Governance
- Independence: Board determined all directors except the CEO (Joseph Campanelli) are independent; Pascucci is independent .
- Committees: Member, Audit Committee and Enterprise Risk Management (ERM) Committee; not a chair .
- Committee meetings (2024): Audit (8), ERM (8); Compensation (4), Nominating & Governance (10). No director or committee member attended fewer than 75% of meetings in 2024; all directors attended the 2024 annual meeting .
- Board leadership: Combined Chair/CEO with a rotating Lead Independent Director (currently Francis Orfanello) to mitigate risks; independent directors meet in executive session .
- Skills: Board skills matrix shows Pascucci contributes to Industry Expertise, Executive Leadership, International Business Experience, Risk Management, and Financial/Accounting .
| Governance Attribute | Detail |
|---|---|
| Independence | Independent director (Nasdaq standards) |
| Committees | Audit; Enterprise Risk Management (member) |
| 2024 Meeting Attendance | No director below 75% board/committee attendance; all directors attended 2024 annual meeting |
| Lead Independent Director | Francis Orfanello; provides agenda input, chairs independent sessions |
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $75,000 | Paid monthly |
| Committee Retainer (cash) | $25,000 | Annual committee retainer (non-chair) |
| Committee Chair Fees | $0 | Not a chair |
| Total 2024 Director Compensation (cash) | $100,000 | As disclosed for Pascucci |
| 2025 Fee Policy Changes (context) | LID +$25k; Audit Chair +$5k; others unchanged | Not applicable unless role changes |
Performance Compensation
Initial director equity grants contingent on April 23, 2025 plan approval; self‑executing the day after approval.
| Equity Plan Term | Detail |
|---|---|
| Grant Type | Restricted Stock (time‑based) |
| Pascucci Initial Grant | 65,772 shares; indicated value $1,235,200 at $18.78 reference price (March 5, 2025) |
| Vesting | 5 equal annual installments (years 1–5) |
| Dividend Treatment | Dividends on unvested RS held/paid only upon vesting; no dividend equivalents on options |
| Change‑in‑Control | Double‑trigger vesting (CIC + involuntary termination/resignation for good reason), or if awards not assumed/replaced; performance awards settle ≥ target or actual |
| Minimum Vesting | 1‑year minimum on ≥95% of awards (5% exception; standard accelerations for death/disability/CIC separations) |
| Repricing | Prohibited without shareholder approval |
| Clawback | Subject to SEC Rule 10D‑1/Nasdaq 5608; company recoupment policy |
| Hedging/Pledging | Prohibited; Board may approve pledge exceptions, none approved to date |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Standard & Poor’s Financial Services LLC | Financial services | Director (prior) | No NBBK‑specific related transactions disclosed |
| Amherst College | Academic/non‑profit | Trustee (prior) | No NBBK‑specific related transactions disclosed |
- Related-party oversight: Board reviews director/executive transactions >$25k semiannually; loans to directors/executives were ordinary course, market terms, performing; specific disclosed legal services relate to Director Paul Ayoub’s firm (Nutter), not Pascucci .
Expertise & Qualifications
- Capital markets leader with global debt/equity underwriting and leveraged finance oversight; hedge fund management since 2006 .
- Board skills matrix indicates strengths in risk management and financial/accounting, aligning with Audit and ERM committee assignments .
- Academic and financial services board experience (Amherst; S&P Financial Services) .
Equity Ownership
| Ownership Metric | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 120,075 |
| Ownership % of Common Shares | ~0.29% (120,075 / 41,842,641) |
| Indirect Holdings | Includes 80,000 shares held by spouse |
| Director Stock Ownership Guidelines | 4x annual cash retainer; 5‑year compliance window; one‑year holding period for 50% of vested shares until threshold met |
| Anti‑Hedging/Pledging | Hedging prohibited; pledging generally prohibited; no exceptions approved |
Governance Assessment
- Alignment: Strong alignment mechanisms via stock ownership guidelines and forthcoming multi‑year restricted stock grants; hedging/pledging prohibited and robust clawback policy strengthen investor confidence .
- Board effectiveness: Membership on Audit and ERM committees, combined with experience in capital markets and risk, supports oversight of financial reporting and enterprise risk; board independence and executive sessions mitigate combined Chair/CEO risks .
- Engagement: Board held 11 meetings; no director had <75% attendance, and all attended the 2024 annual meeting, indicating active participation .
- Conflicts: No Pascucci‑specific related‑party transactions disclosed; director/executive loans are ordinary course at market terms; disclosed law firm payments relate to a different director (Ayoub) .
- Watchpoints (RED FLAG potential): One‑time director equity grants are large ($1.235m value; 65,772 shares each), which investors may scrutinize for dilution and pay balance even with five‑year vesting and best‑practice safeguards (no repricing; double‑trigger CIC) .
Overall signal: Independent, risk‑focused director with deep capital markets expertise; committee roles and policies indicate sound governance practices, while sizable director equity awards warrant monitoring for pay governance optics and dilution controls .