Joseph Campanelli
About Joseph Campanelli
Joseph Campanelli is Chairman of the Board, President, and Chief Executive Officer of NB Bancorp, Inc. and Needham Bank; he has served as President and CEO since January 2017 and was elected Chairman in 2022. He is age 68, has over 40 years of banking experience including prior CEO roles at Sovereign Bancorp, Inc./Sovereign Bank and Chairman/CEO roles at Flagstar Bancorp, Inc./Flagstar Bank, and currently serves on several community boards (Massachusetts Business Roundtable, Boys and Girls Club of Boston, The One Hundred Club of Boston) . The board has determined he is not independent due to his executive role; to mitigate combined CEO-Chairman risks, NB Bancorp uses periodic executive sessions of independent directors and a rotating Lead Independent Director structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sovereign Bancorp, Inc. and Sovereign Bank | President and Chief Executive Officer | — | Executive leadership experience cited as a qualification for board service |
| Flagstar Bancorp, Inc. and Flagstar Bank | Chairman, President and Chief Executive Officer | — | Executive leadership experience cited as a qualification for board service |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Massachusetts Business Roundtable | Board member | — | Community involvement; cited among current board service |
| Boys and Girls Club of Boston | Board member | — | Community involvement; cited among current board service |
| The One Hundred Club of Boston | Board member | — | Community involvement; cited among current board service |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 950,000 | 988,000 |
| Personal Benefit Allotment ($) | 24,000 (Rinaldi example); CEO allotment level disclosed at $34,000 annually for Campanelli | 34,000 |
| All Other Compensation ($) | 250,400 | 295,686 |
All Other Compensation components (2024):
| Component | Amount ($) |
|---|---|
| 401(k) Employer Contributions | 30,500 |
| ESOP Employer Contributions | 33,586 |
| Personal Benefit Allotment | 34,000 |
| Deferred Compensation Plan Employer Contributions | 197,600 |
| Total All Other Compensation | 295,686 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Bonus ($) | 2,985,316 | 1,030,000 |
| Non-Equity Incentive Plan Compensation ($) | 3,082,033 (includes earnings on previous LTIP grants) | 465,893 (earnings on previous LTIP grants) |
| Total Compensation ($) | 7,267,749 | 2,779,579 |
Long-Term Incentive Plan (LTIP) details:
- LTIP awards vest typically after three years; paid within 75 days of vesting; can accelerate upon change in control, death, disability, or involuntary separation; full vesting also upon separation after at least 10 years of service and age 65 .
- Grants made for 2023 performance to Campanelli: $1,500,000 with three-year cliff vest; 2023 earnings on previous grants: $1,582,033; 2024 earnings on previous grants: $465,893; there were no grants made for 2024 performance (2024 amounts reflect earnings on prior grants) .
- Beginning in 2025, the Compensation Committee is implementing a formula-based short‑term incentive plan to tie short-term incentive payments to Company performance while avoiding outsized risk-taking; plan specifics/weightings not disclosed .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Shares Beneficially Owned | 133,000 (includes 40,000 in IRA and 40,000 in 401(k)) |
| Percent of Shares Outstanding | Less than 1% (total shares outstanding: 41,842,641 as of Feb 28, 2025) |
| Anti-Hedging/Pledging | Directors and executive officers are prohibited from hedging and pledging Company stock; no board exceptions have been approved |
| Executive Stock Ownership Guideline | CEO must hold 5x annual base salary; 5‑year compliance window; 1‑year holding period for 50% of vested shares until guideline met |
| Director Stock Ownership Guideline | CEO, as a director, must hold 4x annual base salary; non-employee directors must hold 4x cash retainers; 5‑year compliance window; holding period applies |
Note on equity plan status and awards:
- As of the 2025 proxy, the Company reported it had no outstanding issued, authorized, or approved equity-based awards prior to adoption of the 2025 Equity Plan .
- The 2025 Equity Incentive Plan was approved on April 23, 2025; initial non‑employee director restricted stock grants vest over five years; executive award specifics to be determined post‑approval .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Term | Three years; currently expiring January 1, 2028; automatically extends one year each January 1 unless non‑renewal notice given ≥90 days prior; extends to at least three years post change in control |
| Base Salary in Agreement | $988,000 for Campanelli (board may increase, not decrease except across‑the‑board reductions) |
| Personal Benefits Allotment | $34,000 annually |
| Severance (Without Cause/Good Reason) | Lump sum equal to 3x (base salary + highest annual short‑term incentive over prior three fiscal years) + 2x personal benefit allotment + 36 months of life/medical/dental premiums; plus full vesting in nonqualified deferred compensation; requires release of claims |
| 280G/4999 Treatment | Executive may elect cut‑back to $1 below 3x “base amount” to avoid excise tax or take full payments and pay any excise taxes |
| Clawback Policy | Company must recoup erroneously awarded incentive‑based compensation upon accounting restatement per SEC Rule 10D‑1/Nasdaq Rule 5608; no indemnification or reimbursement for such losses |
| Nonqualified Deferred Compensation (Officer Plan) | Bank credits 20% of base salary annually to Campanelli’s account; 2024 earnings rate 5.25% (at‑market); Campanelli vests over seven years (fully vested December 31, 2023); full vest upon death/disability, involuntary termination without cause, or change in control |
Board Governance
| Attribute | Detail |
|---|---|
| Board Role | Chairman of the Board; President and CEO |
| Independence | Not independent due to executive role |
| Lead Independent Director | Role established; responsibilities include agenda input, chairing independent sessions, liaison functions; currently Francis Orfanello |
| Committees | Campanelli serves on no board committees |
| Director Fees | Campanelli does not receive board fees |
| Director Retirement Plan | Plan frozen in 2023 and hard‑frozen December 31, 2024; details of benefits for directors; provisions for change in control, death, disability; employee‑director Chairman benefit formulas noted |
Compensation Committee and peer group:
- Compensation Committee members (2024): Christopher Lynch (Chair), Joseph Nolan, Francis Orfanello, Mark Whalen; 4 meetings in 2024; Meridian Compensation Partners engaged for market reviews .
- 2024 executive compensation peer group includes: Amalgamated Financial, Brookline Bancorp, Camden National, ConnectOne, Enterprise Bancorp, Financial Institutions, Flushing Financial, HarborOne, Hingham Institution for Savings, Kearny Financial, Metropolitan Bank Holding, Northfield Bancorp, Peapack‑Gladstone Financial, First of Long Island, Tompkins Financial, TrustCo Bank Corp NY, Washington Trust Bancorp .
Director Compensation (Context for dual role)
| Component | Amount |
|---|---|
| Annual Cash Retainer (Non‑employee directors) | $75,000; committee retainer $25,000; committee chair fee $10,000; beginning January 2025, Lead Independent Director $25,000 and Audit Chair additional $5,000 |
| Initial 2025 Equity Plan Grants to Non‑employee Directors | Restricted stock with value ≈$1,235,200 each; vests over five years; aggregate 723,493 shares for 11 directors; subject to plan limits |
Governance considerations for combined CEO/Chairman:
- Board recognizes combined role risk and mitigates via executive sessions and Lead Independent Director; majority‑independent board .
Shareholder Feedback and Votes
| Proposal (April 23, 2025) | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Directors (examples shown) | 24,690,897 (Elliott) | 644,914 | — | 7,375,371 |
| 2025 Equity Incentive Plan | 24,020,436 | 983,457 | 331,918 | 7,375,371 |
| Auditor Ratification (FY2025) | 32,045,841 | 240,486 | 424,855 | — |
Compensation Structure Analysis
- Shift to formula-based short‑term incentives beginning in 2025 suggests tightening of pay‑for‑performance link, after a 2024 year where LTIP grants were not made for 2024 performance and compensation included earnings on prior grants .
- Introduction of 2025 Equity Plan with double‑trigger change‑in‑control vesting, prohibition on option repricing/below‑market strikes, and delayed dividends on restricted stock indicates alignment and governance best practices .
- Base salary increased to $988,000 for 2024 under the employment agreement, with continued eligibility for short‑ and long‑term incentives and perquisites; ownership guidelines (5x salary for CEO) add alignment, though compliance status is evaluated annually and not disclosed .
Investment Implications
- Alignment: Strong anti‑hedging/pledging and clawback policies, plus stringent stock ownership guidelines for executives and directors, support investor alignment and reduce adverse trading behaviors (e.g., hedging) .
- Retention: Robust severance (3x salary + highest prior bonus, perquisites, and 36 months of insurance premiums) and full vesting in nonqualified deferred comp upon qualifying separation reduce near‑term departure risk but add potential change‑in‑control cost overhang .
- Equity Overhang and Incentive Mix: Equity plan approval with a 14% share reserve relative to conversion shares (4% full‑value awards; 10% options; fungible design) introduces future equity grants for executives; double‑trigger vesting and plan limits mitigate concerns about single‑trigger acceleration and dilution concentration .
- Governance Watchpoints: Combined CEO/Chair role requires monitoring; mitigation via Lead Independent Director and independent executive sessions is in place, but investors should remain attentive to compensation decisions and risk oversight .