Joseph Reilly
About Joseph Reilly
Joseph B. Reilly joined NB Bancorp’s Board in 2025 in connection with Needham Bank’s merger with Provident Bancorp/BankProv; he was designated to join NB Bancorp’s Board at the Effective Time and slotted into the director class expiring at the 2027 annual meeting, with nomination expected for a term through 2030 . He previously served as Interim Co‑President/Co‑CEO (Jan 2023), Co‑President/Co‑CEO (Feb 2023), and President & CEO (Feb 2024) of Provident Bancorp/BankProv, with 35+ years in New Hampshire banking and prior roles at Centrix Bank (co‑founder/CEO), Bank of New Hampshire, TD Bank, Centerpoint Bank, and Fleet Bank . Concurrent with his NB Bancorp appointment, Reilly entered a consulting agreement with Needham (18 months at $27,500/month), and will receive lump‑sum payments of $800,000 (settlement of BankProv employment rights) and $250,000 (for non‑compete/non‑solicit), creating a material ongoing financial relationship with the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Provident Bancorp, Inc. | Interim Co‑President & Co‑CEO | Jan 2023 | Led stabilization and strategic transition following leadership changes |
| Provident Bancorp, Inc. | Co‑President & Co‑CEO | Feb 2023 | Continued leadership of turnaround and strategic direction |
| Provident Bancorp, Inc. / BankProv | President & CEO | Feb 2024 | Oversaw operations and merger pathway with Needham Bank |
| Centrix Bank | Co‑Founder; President & CEO | Pre‑2014 (merged into Eastern Bank in 2014) | Built and exited regional bank platform |
| Bank of New Hampshire; TD Bank; Centerpoint Bank; Fleet Bank | Various banking roles | Prior to Centrix Bank | Deep operating and commercial banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NH Bankers Association (NHBA) | Former Chair & Director; Chair, Legislative Committee | Various | Policy leadership; industry advocacy |
| American Bankers Association (ABA) | State of NH Captain, Team 21; Member, Government Relations Council | Various | National regulatory/policy engagement |
| Numerous non‑profits | Board leadership positions | Various | Community ties and stakeholder engagement |
Board Governance
- Independence: NB Bancorp determines independence under Nasdaq listing standards; all directors except the CEO were independent as of the 2025 proxy record date . Reilly’s 18‑month consulting agreement with Needham ($27,500/month) and non‑compete payment ($250,000) create a material financial relationship with the company, representing a potential independence concern under Nasdaq standards once he joins the Board .
- Committee assignments: Not disclosed for Reilly as of the latest filings; existing 2025 committees and chairs were: Audit (Chair: Susan Elliott), Enterprise Risk Management (Chair: William Darcey), Compensation (Chair: Christopher Lynch), Nominating & Governance (Chair: Mark Whalen) .
- Lead Independent Director: Francis Orfanello, appointed in September 2024 .
- Attendance/engagement: Board held 11 regular meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings (pre‑Reilly appointment) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Paid monthly; applies to non‑employee directors |
| Annual committee retainer (per committee) | $25,000 | Applies per committee membership |
| Committee chair fee | $10,000 | Audit Chair increases to $15,000 beginning Jan 2025 |
| Lead Independent Director fee | $25,000 | Effective Jan 2025 (not Reilly; LID is Orfanello) |
| Director Retirement Plan | Frozen | Plan closed to new participants in 2023 and hard frozen Dec 31, 2024 (no further accruals) |
Director stock ownership guidelines (effective Jan 2025): non‑employee directors must hold 4x the value of their cash retainers; 1‑year holding period on 50% of vested shares until guidelines met .
Performance Compensation
| Award Type | Grant Value | Shares | Vesting | Applicability to Reilly |
|---|---|---|---|---|
| 2025 Equity Plan – Initial director restricted stock grants (self‑executing post‑approval) | $1,235,200 per director | 65,772 per director | 5 equal annual installments; dividends deferred until vesting | Granted to listed 11 non‑employee directors in 2025 proxy; Reilly is not included in initial grant schedule (he was appointed later) |
Notes:
- Equity Plan design: total share reserve equals 14% of offering/foundation shares (RS/RSU cap 4%; options cap 10%; fungible 3:1 trade‑off), minimum 1‑year vesting for ≥95% of awards; double‑trigger change‑of‑control vesting; no option repricing; dividends deferred until vesting .
- Performance measures are available at the plan level (e.g., operating metrics, peer/benchmarked goals) but no director‑specific performance metrics are disclosed; initial director grants are time‑based .
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Notes |
|---|---|---|---|
| NB Bancorp, Inc. | Director (designated) | Effective at merger closing in 2025; class term to 2027; expected nomination through 2030 | Joins Board as part of the Needham–Provident merger |
| Needham Bank | Director (designated) | Effective at merger closing in 2025 | Parallel appointment to bank Board |
| Provident Bancorp, Inc. | Director; President & CEO | Director since inception; CEO roles 2023–2024 | Receives severance settlement and consulting arrangement upon merger |
| BankProv | Director; President & CEO | Director since 2018; CEO roles 2023–2024 | Prior executive leadership; severance settled at closing |
Expertise & Qualifications
- 35+ years of commercial/community banking leadership including founding/leading a regional bank (Centrix) and executive leadership at Provident/BankProv, with extensive risk, credit, and operations experience .
- Industry policy and regulatory engagement through NHBA and ABA leadership roles, strengthening board oversight of regulatory, legislative, and stakeholder risks .
Equity Ownership
- Beneficial ownership at NB Bancorp for Reilly was not disclosed in the 2024/2025 proxy ownership tables (he was not a director as of the 2025 record date); no NB Bancorp share count for Reilly has been reported in those tables .
- Anti‑hedging/pledging: Directors are prohibited from hedging Company stock; pledging is generally prohibited except Board‑approved exceptions (none approved) .
- Director stock ownership guidelines apply once in role; compliance assessed annually .
Governance Assessment
- Independence risk indicator: Reilly’s 18‑month consulting agreement ($27,500/month) and non‑compete payment ($250,000) establish a material financial relationship with Needham that may affect independence determinations under Nasdaq standards once he is seated; portfolio managers should treat him as non‑independent until the consulting period lapses or the company discloses an affirmative independence determination .
- Compensation structure signal: NB Bancorp’s initial 2025 equity grants to incumbent non‑employee directors were large (≈$1.235m fair value, 65,772 shares per director, time‑based vesting), aligning directors with shareholders but raising dilution and pay‑inflation considerations; Reilly did not receive this initial award as he was appointed later .
- Committee capacity/influence: Reilly’s deep operator background in banking and policy likely strengthens risk and strategy oversight; however, his committee assignments are not disclosed yet and his consulting role may constrain eligibility for certain committees requiring independence (e.g., Audit/Compensation) .
- Related‑party/transactions: Company discloses periodic review of related‑party transactions; existing Board had legal services with a director‑affiliated firm (Nutter, partner Paul Ayoub), illustrating active related‑party oversight; Reilly’s consulting and non‑compete arrangements should be captured by this policy framework and disclosed in future filings .
RED FLAGS: Potential independence impairment due to paid consulting; large director equity grants in 2025 to incumbents (not Reilly) indicative of board pay escalation; pending disclosure gaps (committee assignments, attendance, ownership) for a new appointee .