Susan Elliott
About Susan Elliott
Independent director of NB Bancorp (NBBK), age 71, serving since 2020. Elliott chairs the Audit Committee and is designated the Board’s “audit committee financial expert.” Prior to retirement in 2019, she spent 38 years at the Federal Home Loan Bank of Boston, including a decade as EVP & Chief Business Officer (2009–2019), bringing 45+ years of banking and risk oversight experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Home Loan Bank of Boston | Executive Vice President & Chief Business Officer | 2009–2019 | Senior leadership of business operations |
| Federal Home Loan Bank of Boston | Roles of increasing responsibility | 1981–2009 | Banking, finance, and risk oversight experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Elliott in the 2025 proxy . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; all directors except the CEO deemed independent . |
| Board tenure | Director since 2020 . |
| Committee assignments | Audit Committee (Chair); not listed on ERM, Compensation, or Nominating & Governance . |
| Designations | Audit Committee Financial Expert (SEC definition) . |
| Board/committee activity | Board met 11 times in 2024; Audit 8; ERM 8; Compensation 4; Nominating & Governance 10 . |
| Attendance | No director attended <75% of Board/committee meetings in 2024 . |
| Lead independent director | Francis Orfanello (appointed 2024) . |
| Executive sessions & oversight | Independent directors meet in executive session; committees comprised of independent directors . |
Fixed Compensation (Director)
| Component (2024 unless noted) | Amount/Terms | Source |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | |
| Committee retainer (member) | $25,000 | |
| Committee chair fee | $10,000 (2024); Audit Chair increases to $15,000 starting Jan 2025 | |
| Lead Independent Director fee | $25,000 starting Jan 2025 | |
| Meeting fees | Not disclosed (structure based on retainers) | |
| Elliott – 2024 cash fees paid | $110,000 |
Performance Compensation (Director Equity)
| Item | Details |
|---|---|
| 2025 Equity Plan approval | Stockholders approved the 2025 Equity Incentive Plan on Apr 23, 2025 . |
| Director initial awards | Self-executing restricted stock grant to each non-employee director on the day after approval; approximate value $1,235,200 and 65,772 shares per director (based on $18.78/share as of Mar 5, 2025) . |
| Grant timing (per plan) | Deemed granted the day following stockholder approval (expected Apr 24, 2025) . |
| Vesting | Equal annual installments over 5 years, continued service required; time-based (no performance metrics) . |
| Dividend treatment | No dividends paid on unvested shares; dividends accrue and are paid upon vesting . |
| Change in control | “Double trigger” vesting (CoC plus qualifying termination), or if awards not assumed by acquirer . |
| Clawback | Subject to company recoupment/clawback policy and Dodd-Frank/Nasdaq Rule 5608 compliance . |
| Hedging/pledging | Directors prohibited from hedging and generally from pledging company stock; no exceptions approved . |
| Prior equity usage | Company had no outstanding equity awards before 2025 plan; relies on equity to align directors and executives . |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| External public boards | None disclosed for Elliott . |
| Interlocks/conflicts | Related-party transactions disclosed involve another director’s law firm; no Elliott-specific related-party transactions disclosed . |
Expertise & Qualifications
- 45+ years in banking and risk, including EVP/Chief Business Officer role at FHLB Boston .
- Designated Audit Committee Financial Expert; aligns with chairing Audit and oversight of financial reporting, internal controls, auditor independence .
- Board skills matrix reflects strength in industry expertise, executive leadership, risk management, and financial/accounting .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As of | Notes |
|---|---|---|---|---|
| Susan Elliott | 25,000 | <1% | Feb 28, 2025 | Table of directors’ and officers’ ownership . |
| Anti-hedging/pledging | Directors prohibited from hedging; pledging generally prohibited and no exceptions approved . | |||
| Director stock ownership guideline | 4x annual cash retainer; 1-year holding period for 50% of vested shares until guideline met (effective Jan 2025) . |
Shareholder Voting/Engagement Signals
| Matter | Result (For / Withhold / Broker Non-Votes) | Notes |
|---|---|---|
| Director election – Susan Elliott (Apr 23, 2025) | 24,690,897 / 644,914 / 7,375,371 | Strong support in re-election . |
| 2025 Equity Incentive Plan | 24,020,436 For / 983,457 Against / 331,918 Abstain / 7,375,371 Broker Non-Votes | Plan approved, enabling director grants . |
Governance Assessment
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Strengths
- Audit Chair with deep banking and risk experience; designated financial expert, supporting robust oversight of financial reporting and internal controls .
- Strong engagement indicators: no director fell below 75% attendance; Board and committee cadence consistent with active oversight .
- Shareholder alignment mechanisms: anti-hedging/anti-pledging policy with no exceptions, and newly adopted director ownership guidelines with holding requirements .
- Clear independence and absence of Elliott-specific related-party transactions .
-
Watch items / potential red flags
- Size of one-time director equity grant (~$1.235M; 65,772 shares; 5-year vest) is sizable for a community bank and may draw scrutiny; mitigants include long vesting, dividend deferral until vesting, double-trigger CoC, and clawback coverage .
- Bank’s CRE concentration risk highlighted in 10-K (board-level risk oversight remains critical); Elliott’s risk background is additive to ERM oversight through her audit role .
Overall, Elliott’s profile—independent status, long-tenured banking background, Audit Chair/financial expert designation, strong attendance/engagement disclosures, and robust anti-hedge/clawback/ownership policies—supports investor confidence in board effectiveness, while the magnitude of the post-conversion director equity award warrants continued monitoring for alignment and over-boarding risks in future cycles .