Mark Whalen
About Mark Whalen
Independent director of NB Bancorp since 2007; age 66 as of December 31, 2024. Former CEO of Needham Bank (2015–2017) with over 40 years of banking experience, bringing deep institutional knowledge and financial/risk oversight credentials to the board . He is classified independent under Nasdaq standards and serves on all four standing board committees, chairing Nominating & Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Needham Bank | Chief Executive Officer | 2015–2017 | Led the bank prior to retirement; institutional knowledge cited as director qualification . |
| Needham Bank | President & Chief Operating Officer | 2014–2015 | Senior operating leadership . |
| Needham Bank | Various roles | 2007–2014 | Progressed through leadership roles after joining in 2007 . |
| Dedham Co-operative Bank | President & Chief Executive Officer | 1999–2007 | Community bank CEO experience . |
External Roles
- No other public company directorships disclosed in the proxy biography .
- No related-party service relationships disclosed for Mr. Whalen (see Related Person Transactions section for other directors) .
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined all directors except CEO (Campanelli) are independent; Whalen is independent . |
| Board leadership | Combined Chair/CEO with Lead Independent Director (Francis Orfanello) to balance oversight; independent directors hold executive sessions . |
| Committees (2024) | Audit (member), Enterprise Risk Management (member), Compensation (member), Nominating & Governance (Chair) . |
| Meetings (2024) | Board held 11 meetings; no director or committee member attended <75% of meetings . |
| Committee meeting counts (2024) | Audit: 8; ERM: 8; Compensation: 4; Nominating & Governance: 10 . |
| Annual meeting attendance | All directors attended the 2024 Annual Meeting of Stockholders . |
| Policies | Anti-hedging and anti-pledging policy for directors; no pledging exceptions granted to date; clawback policy aligned with SEC/Nasdaq rules . |
Fixed Compensation
| Component | Amount/Terms | 2024 Disclosure |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Included in Whalen’s fees . |
| Annual committee retainer (cash) | $25,000 | Included in Whalen’s fees . |
| Committee chair fee (cash) | $10,000 (Nominating & Governance Chair) | Included in Whalen’s fees . |
| 2024 total director cash fees (Whalen) | $110,000 | Reported total for Whalen . |
| 2025 changes (structure) | Lead Independent Director adds $25,000; Audit Chair adds $5,000; otherwise unchanged | Applies generally; Whalen’s chair role remains at $10,000 . |
| Director Retirement Plan | Plan hard frozen 12/31/2024; no further accruals (legacy plan remains) | Governance sensitivity; now frozen . |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Vesting | Valuation/Notes |
|---|---|---|---|---|
| Restricted Stock (self-executing for non-employee directors upon plan approval) | April 24, 2025 (day after plan approval on April 23, 2025) | 65,772 shares to each non-employee director (incl. Whalen) | Time-based vest over 5 years; dividends deferred until vesting | Dollar value approx. $1,235,200 per director based on $18.78 as of March 5, 2025; plan was approved by shareholders on April 23, 2025 . |
Performance metric framework for equity:
- For directors’ initial grants: time-vested only; no performance metrics specified .
- Plan allows performance goals on awards; double-trigger vesting on change-in-control; ≥1-year minimum vesting (95% of awards), with limited exceptions; no dividend payment on unvested awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company boards disclosed for Whalen . |
Expertise & Qualifications
- Board skills matrix indicates Whalen contributes to risk management and financial/accounting competencies, among others, consistent with his CEO banking background .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes/Structure |
|---|---|---|---|
| Mark Whalen | 30,500 | <1% | Includes 30,000 shares held by a trust for which he is trustee and 500 shares held by his daughter . |
| Shares pledged | None permitted absent board exception; no exceptions have been granted | Anti-pledging policy; no exception approvals to date . | |
| Hedging | Prohibited for directors under policy | Anti-hedging policy . | |
| Director stock ownership guideline | Non-employee directors to hold 4x value of cash retainers in company stock; 5-year compliance window from Jan 2025 or board start date | Adopted effective January 2025 . |
Governance Assessment
-
Positives
- Seasoned independent director with community bank CEO experience and broad committee engagement (including chairing Nominating & Governance), enhancing board process and oversight in audit, risk, compensation, and governance .
- Strong policy architecture: anti-hedging/pledging, clawback, executive sessions, and majority independent board with designated Lead Independent Director .
- Attendance: no directors fell below 75% attendance; all directors attended the 2024 annual meeting, supporting engagement .
- Loans to insiders (where applicable) are ordinary-course, market terms, compliant with banking regulations; no Whalen-related related-party transactions disclosed .
-
Watch items / potential red flags
- Sizeable one-time restricted stock grant to each non-employee director upon EIP approval (approx. $1.235m, 65,772 shares per director, 5-year vest) could raise independence and pay-for-service optics concerns versus typical director equity levels in banking; mitigants include multi-year vesting, no dividends until vest, and double-trigger CIC protection .
- Legacy Director Retirement Plan (now hard frozen) is often viewed as shareholder-unfriendly; freeze as of 12/31/2024 reduces forward risk .
-
Signals for investor confidence
- Comprehensive committee participation and chair role suggest high engagement and influence over board composition and governance standards .
- Clear ownership alignment regime (director stock ownership guidelines) and anti-hedging/pledging reinforce long-term alignment .
Notes on attendance and independence are based on company-wide disclosures and apply to Whalen specifically as an independent director who did not fall below thresholds .