Michael Sinclair
About Michael Sinclair
Michael Sinclair is Executive Vice President – Residential and Consumer Lending at Needham Bank. He has held this role since July 2020, after joining Needham Bank in September 2018 as Senior Vice President – Director of Residential and Consumer Lending; he has more than 30 years of banking experience and previously worked at Hingham Institution for Savings from 1995 to 2018 in roles of increasing responsibility, including Vice President of Retail Lending . He is age 62 in the 2025 proxy (age 61 in 2024) and continues to lead the bank’s residential and consumer lending functions . As broader business context, NB Bancorp reported Q4’24 Operating ROAA of 1.04% and NIM of 3.52% in investor materials .
Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $11.90M* | $11.53M* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Needham Bank | Senior Vice President – Director of Residential and Consumer Lending | Sep 2018 – Jul 2020 | Led residential and consumer lending following recruitment to build the franchise . |
| Needham Bank | Executive Vice President – Residential and Consumer Lending | Jul 2020 – Present | Oversees residential and consumer lending; senior executive leadership role . |
| Hingham Institution for Savings | Vice President – Retail Lending (roles of increasing responsibility) | 1995 – 2018 | Long-tenured lending leadership experience at a peer institution . |
External Roles
Not disclosed in available 2024–2025 proxy materials .
Fixed Compensation
| Component | Disclosure | Notes |
|---|---|---|
| Base Salary | Not disclosed for Sinclair | Sinclair is not a Named Executive Officer (NEO) in 2024–2025 proxies; specific base salary not provided . |
| Target Bonus % | Not disclosed for Sinclair | Management bonus policy sets targeted % of base salary; CEO/COO propose for management employees; Compensation Committee sets for CEO/COO; discretion applied with individual performance primary driver . |
| Actual Bonus Paid | Not disclosed for Sinclair | Bonus determinations follow the policy described above; Sinclair-specific payout not disclosed . |
| Perquisites | Not disclosed for Sinclair | Personal benefit allotments are disclosed for CEO/COO, not for Sinclair . |
| Options | No options granted to executive officers in 2024 | Company did not grant stock options during 2024 to executive officers (includes NEOs) . |
Performance Compensation
| Feature | Plan Term | Details |
|---|---|---|
| Long-Term Incentive Plan (LTIP) | Eligible participants include select management/highly compensated employees (includes NEOs) | Awards made annually post-year-end based on performance; vest typically after 3 years; paid within 75 days of vesting; award value credited for appreciation in Needham Bank tangible book value; early vesting on change in control, death, disability, certain involuntary separation; full vesting upon retirement after age 65 and 10 years of service; employee-specific metrics/vesting set in grant agreements . |
| Deferred Compensation Plan | Nonqualified Deferred Compensation Plan (Officers) | Officers may receive employer credits as % of base compensation (e.g., CEO 20%, COO 10% in 2023) with earnings linked to five-year IRA yields; vesting schedules by participation agreement; distributions per Section 409A; non-compete and non-solicit provisions upon separation (other than cause, death, disability, change in control) . |
| Clawback Policy | Recoupment under SEC Rule 10D-1/Nasdaq 5608 | Company must recoup erroneously awarded incentive-based compensation upon an accounting restatement; no indemnification or reimbursement for insurance purchases covering clawbacks . |
| Equity Plan Change-in-Control Tax | 280G/4999 Golden Parachute Framework | Accelerated vesting/ payout under 2025 Equity Plan may trigger parachute payments; excess amounts subject to excise tax and non-deductibility; covered employees definition per 162(m) and 280G noted . |
Note: Sinclair’s specific LTIP grant amounts, performance metric weightings, targets, and actual payouts are not disclosed. NEO grants for 2024 performance were not made (CEO/COO remarks), but LTIP earnings on prior grants are described for NEOs; Sinclair was not listed among NEOs .
Equity Ownership & Alignment
| Policy/Guideline | Term | Implication |
|---|---|---|
| Anti-Hedging | Prohibits hedging, monetization, or derivative transactions on Company stock by directors and executive officers . | Reduces misalignment/hedging risk. |
| Pledging/Margin | Prohibits pledging or holding stock in margin accounts; Board may grant exceptions for third-party loans but none have been approved . Insider trading policy reiterates prohibition and exception request process . | Low pledging risk; heightened alignment. |
| Insider Trading Controls | Quarterly blackout periods; temporary blackouts; pre-clearance required; 10b5-1 plan rules; no standing orders; short-swing profit rule enforcement . | Structures reduce opportunistic trading/optics risk. |
| Stock Ownership Guidelines (effective Jan 2025) | CEO: 5x base salary; other NEOs: 3x; 5-year compliance window; 1-year holding period for 50% of vested shares until minimum met; unvested performance-based awards/options don’t count . | Enhances senior executive alignment; applicability is explicit for NEOs and “most senior executives,” but Sinclair’s guideline status is not explicitly stated. |
Beneficial ownership, vested/unvested share breakdown, and pledged shares for Sinclair are not disclosed in the 2024–2025 proxies. Delinquent Section 16 reporting was noted for certain individuals (directors, CFO, EVP Evangelista), not Sinclair .
Employment Terms
| Term | Disclosure | Detail |
|---|---|---|
| Employment start | Needham Bank since Sep 2018; EVP since Jul 2020 | Senior VP role at hire; promoted to EVP in 2020 . |
| Employment agreement | Not disclosed for Sinclair | Employment agreements disclosed for CEO and COO with renewal, severance, and change-in-control provisions; CFO/COO change-in-control agreements also disclosed; no Sinclair agreement listed in 10-K exhibits . |
| Non-compete / non-solicit | Plan-based provisions | Non-Qualified Deferred Compensation Plan for Officers includes non-compete and non-solicit obligations upon certain separations; participants named include CEO and COO; Sinclair’s participation not disclosed . |
| Severance / Change-in-Control economics | Not disclosed for Sinclair | CEO/COO and certain executives have defined severance multiples and CIC provisions; Sinclair-specific terms not provided . |
Investment Implications
- Compensation alignment: Formal anti-hedging and anti-pledging policies, blackout and pre-clearance controls, and clawback rules create strong governance and reduce misalignment/hedging risks for executive officers, including Sinclair .
- Ownership visibility: There is no disclosure of Sinclair’s beneficial ownership, pledged shares, or compliance with stock ownership guidelines; lack of ownership data limits “skin-in-the-game” analysis, although pledging exceptions have not been approved by the Board .
- Retention risk: No individual employment agreement or severance/CIC terms for Sinclair are disclosed, which limits visibility into retention economics; tenure since 2018 and EVP role since 2020 suggest institutional experience and operational continuity .
- Performance linkage: The LTIP is tied to tangible book value appreciation and three-year vesting, with acceleration on CIC/death/disability, indicating longer-term alignment; Sinclair-specific grants/metrics/weightings are not disclosed, constraining pay-for-performance analysis .
- Trading signals: Strict blackout periods, preclearance, Rule 10b5-1 oversight, and short-swing profit restrictions materially reduce opportunistic trading; absence of Form 4 delinquency mentions for Sinclair suggests compliance culture, though this is indirect .
- Context on company performance: Revenues declined modestly from FY 2023 to FY 2024, and investor materials show improving operating ROAA and solid NIM; continued execution in retail and consumer lending under Sinclair’s leadership should be assessed alongside credit quality and growth metrics in the lending portfolio .
Revenues table above uses S&P Global data.*
References:
S&P Global disclaimer: Revenue values marked with an asterisk are retrieved from S&P Global Capital IQ via our GetFinancials tool.