Raza Shaikh
About Raza Shaikh
Raza Shaikh (age 51) is an independent director of NB Bancorp, Inc. (NBBK) since 2023. He brings entrepreneurship, investment analysis, analytics, and information technology expertise from senior roles in venture investing and cloud/data consulting; he serves on the Audit Committee and the Enterprise Risk Management (ERM) Committee. The board has determined he is independent under Nasdaq rules; all directors attended the 2024 annual meeting, and no director attended fewer than 75% of board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NorthBay | Co‑Founder & Chief Technology Officer | 2010 – January 2019 | Built a consulting firm focused on data analytics, cloud computing, and artificial intelligence; technology leadership experience cited in NBBK qualifications. |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Launchpad Venture Group | Managing Director | Since January 2020 | Early-stage angel investment group; brings investment analysis/analytics expertise. |
| Raza Enterprises, LLC | Owner | Since January 2019 | Consulting focused on mobile applications and games. |
| Beacon Venture Partners | Managing Partner | Since June 2019 | Early-stage VC fund investing in high‑growth New England companies. |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director (board determined all directors except the CEO are independent). |
| Board tenure | Director since 2023. |
| Committees | Audit Committee (member); ERM Committee (member). |
| Committee chairs | Not a chair; Audit Chair: Susan Elliott; ERM Chair: William Darcey. |
| Meetings/attendance | Board met 11 times in 2024; Audit 8; ERM 8. No director attended fewer than 75% of applicable meetings. |
| Annual meeting attendance | All directors attended the 2024 annual meeting. |
| Lead Independent Director | Francis Orfanello; responsibilities include agenda input, leading executive sessions, liaison role. |
Fixed Compensation
| Component | 2024 Amount/Structure |
|---|---|
| Fees Earned or Paid in Cash (actual for Mr. Shaikh) | $100,000 (2024) |
| Director annual retainer (structure) | $75,000 paid monthly (2024) |
| Committee retainer (structure) | $25,000 annually for committee service (2024) |
| Committee chair premium (structure) | $10,000 annually; from Jan 2025, Audit Chair +$5,000 (total $15,000) |
| Lead Independent Director premium (structure) | From Jan 2025, $25,000 annually |
Performance Compensation
| Item | Terms |
|---|---|
| 2025 Equity Plan status | Subject to stockholder approval at April 23, 2025 annual meeting; becomes effective upon approval. |
| Self‑executing director grants | If approved, each non‑employee director receives restricted stock with value approx. $1,235,200, equating to 65,772 shares per director at $18.78 reference price; grants vest ratably over 5 years. |
| Vesting/minimum | One‑year minimum vesting for at least 95% of awards; director awards vest over five years. |
| Dividends on unvested shares | Withheld until vesting; no dividend equivalents on options. |
| Change‑in‑control (CIC) | Double‑trigger vesting (CIC plus involuntary termination/good reason) or if awards are not assumed by acquirer; performance awards deemed at target or actual, as specified. |
| Clawback/hedging/pledging | Awards subject to clawback policy; hedging prohibited; pledging generally prohibited and no exceptions approved. |
Note: The 2025 Equity Plan uses a 14% share pool of offering/contributed shares (4% full‑value awards; 10% options) with a fungible 3:1 exchange if full‑value awards exceed 4%; per‑director cap 5% of plan shares and aggregate non‑employee director cap 30%.
Other Directorships & Interlocks
| Company/Organization | Role | Type | Notes |
|---|---|---|---|
| — | — | Public company board | No other public company directorships disclosed in NBBK’s proxy. |
Expertise & Qualifications
- Investment analysis, analytics, and information technology expertise; prior CTO experience in data analytics, cloud computing, and AI.
- Board skills matrix indicates participation in risk management and technology/security competencies, among others, supporting Audit and ERM roles.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (2/28/2025) | 3,706 shares; held in retirement account. |
| Shares outstanding (2/28/2025) | 41,842,641 shares. |
| Ownership % | ~0.009% (3,706 / 41,842,641). Calculation based on cited figures. |
| Pledged/hedged | Company policy prohibits hedging and generally prohibits pledging; no pledging exceptions approved. |
| Director ownership guidelines | Effective Jan 2025: non‑employee directors must hold 4× their cash retainers in NBBK stock within 5 years; 50% of vested shares held until compliant. |
Related‑Party Exposure and Conflicts
- Related‑party transaction review: Board reviews transactions >$25,000 semi‑annually; directors must disclose personal/financial interests.
- Director and executive loans: made in ordinary course, market terms, and performing as of 12/31/2024.
- No related‑party transactions involving Mr. Shaikh are disclosed in the proxy.
- Section 16(a) compliance: late filings noted for two directors and two officers (not Mr. Shaikh); corrective Forms 4 filed.
Governance Assessment
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Strengths for investor confidence
- Independent director with relevant IT, analytics, and venture investing background; serves on Audit and ERM—key risk and financial oversight roles.
- Board adopts clawback, anti‑hedging/pledging policies; independent committee structures; Lead Independent Director established; regular executive sessions.
- Attendance: met minimum expectations; all directors attended 2024 annual meeting.
- Director stock ownership guidelines introduced (4× retainer within 5 years) to enhance alignment.
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Watch items
- Significant one‑time restricted stock grant to each non‑employee director (approx. $1.235M, 65,772 shares) contingent on shareholder approval of the 2025 Equity Plan; mitigants include five‑year vesting, no dividends until vesting, double‑trigger CIC, per‑director and aggregate director caps.
- Overall plan reserve sized at 14% of offering/contributed shares with fungible design; monitor dilution and grant pacing post‑approval.
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No disclosed red flags specific to Mr. Shaikh (no related‑party transactions; no late Section 16 filings; prohibited hedging/pledging in effect).