Paul Ayoub
About Paul Ayoub
Independent director of NB Bancorp, Inc. since 2023; age 69. Practicing attorney and Chair at Nutter McClennen & Fish LLP (Boston), focused on financing and development of commercial real estate; board biography emphasizes real estate transactions and corporate governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NB Bancorp, Inc. | Director (Class ending 2026) | Since 2023 | Member, Nominating & Governance Committee |
| Nutter McClennen & Fish LLP | Chair; Partner, Real Estate Department | Ongoing (disclosed as current) | Represents clients in financing/development of commercial real estate |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Various real estate industry, business, and charitable boards | Director/Chair (unspecified entities) | Non-profit/industry | Service, including as chair, referenced without naming specific public companies |
No other public-company directorships disclosed for Ayoub .
Board Governance
- Independence: Board determined Ayoub is independent under Nasdaq listing standards .
- Board leadership: CEO serves as Chair; Lead Independent Director role established (Francis Orfanello, appointed Sept 2024) .
- Attendance: In 2024, no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
| Committee | Ayoub Role | Meetings in 2024 |
|---|---|---|
| Nominating & Governance | Member | 10 |
| Audit | Not a member | 8 |
| Enterprise Risk Management | Not a member | 8 |
| Compensation | Not a member | 4 |
Fixed Compensation
Director fees and retainers; year-over-year detail.
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $66,667 | $100,000 |
| Bonus ($) | $300 (holiday bonus) | — |
| All Other Compensation ($) | — | — |
| Total ($) | $66,967 | $100,000 |
- Director fee schedule: Annual retainer $75,000; annual committee retainer $25,000; committee chair fee $10,000; beginning Jan 2025, Lead Independent Director +$25,000; Audit Chair additional $5,000 (total $15,000 chair fee). Other Board compensation remains unchanged for 2025 .
Performance Compensation
- 2025 Equity Incentive Plan (contingent): If approved April 23, 2025, each non-employee director will receive a self-executing restricted stock grant on the following day with five-year ratable vesting; double-trigger change-in-control protection; dividends deferred until vest; no options repricing; one-year minimum vesting (95% of awards) .
| Award | Grant Date | Shares | Dollar Value | Vesting | Key Features |
|---|---|---|---|---|---|
| Restricted Stock (Director initial grant) | Day after stockholder approval (target April 24, 2025) | 65,772 | $1,235,200 (at $18.78 on Mar 5, 2025) | Equal annual installments over 5 years | Double-trigger CIC vesting; dividends deferred; min 1-year vesting rule; clawback applies |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Transaction |
|---|---|---|
| Nutter McClennen & Fish LLP (Ayoub is Chair/Partner) | Legal services provider to Needham Bank | 2024: ~$216,000 paid by Needham Bank; ~$375,000 paid by borrowers at loan closings (Needham Bank lender) |
| 2023 amounts | — | 2023: ~$124,000 paid by Needham Bank; ~$963,000 paid by borrowers at loan closings |
- Related party transactions reviewed semi-annually; all director/officer interests must be disclosed per policy .
Expertise & Qualifications
- Real estate transactions and corporate governance experience cited as rationale for Board service .
- Board skills matrix lists competencies (Board-wide coverage for risk management, leadership, etc.); Ayoub included in governance skills overview .
Equity Ownership
| Snapshot Date | Shares Beneficially Owned | Ownership % of Shares Outstanding | Notes |
|---|---|---|---|
| Apr 1, 2024 | 15,070 | Less than 1% | Includes 15,000 held by a trust for which Ayoub is trustee |
| Feb 28, 2025 | 15,070 | Less than 1% | Includes 15,000 held by a trust for which Ayoub is trustee |
- Director Stock Ownership Guidelines: Effective Jan 2025, non-employee directors must hold 4x cash retainer in Company stock; 1-year holding period for 50% of vested shares until requirement met; restricted stock counts towards guideline; compliance evaluated annually .
Governance Policies, Compliance, and Insider Reporting
| Topic | Policy/Status |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Anti-hedging/pledging | Hedging prohibited; pledging generally prohibited; no exceptions granted |
| Clawback | SEC/Nasdaq-compliant recoupment policy adopted |
| Insider Trading Policy | Adopted; timing of equity awards avoids closed windows/blackouts |
| Section 16(a) Filings | Late Form 4 filing noted in 2024 for Ayoub (one transaction; subsequently filed) |
| Attendance | ≥75% attendance threshold met; all directors attended 2024 annual meeting |
Governance Assessment
Key findings:
- Committee assignment aligns with disclosed expertise (Nominating & Governance), supporting board effectiveness in director selection and governance oversight .
- Strong alignment mechanisms are in place: stringent anti-hedging/pledging and clawback policies; director stock ownership guidelines established in 2025 to deepen “skin in the game” .
- Equity plan, if approved, materially increases director at-risk equity with five-year vesting and double-trigger CIC—favorable for long-term alignment; dividends deferred until vesting mitigate windfall risk .
- Attendance and independence disclosures support investor confidence (no director fell below 75%; Ayoub independent) .
Red flags and monitoring points:
- Related party exposure: material legal fee flows to Nutter (where Ayoub is Chair/Partner). 2024: $216,000 (bank) + $375,000 (borrowers); 2023: $124,000 (bank) + $963,000 (borrowers). The Board’s semiannual related-party review and equal terms assertions mitigate—but investor perception risk remains; continued transparency and potential recusal on matters involving Nutter are advisable .
- Section 16 timeliness: one late Form 4 in 2024 (subsequently corrected); minor but worth tracking for controls discipline .
Implications:
- Equity grant under the 2025 plan would strengthen Ayoub’s ownership alignment and reduce reliance on cash retainers; vesting and clawback constructs align with shareholder-friendly practices .
- Governance placement (N&G) puts Ayoub in position to influence board composition and effectiveness; independence and attendance support robust oversight .