William Darcey

About William Darcey

Independent director of NB Bancorp (NBBK); age 62; director since 2009. President & CEO of Provider Group, an insurance agency in MA/RI; joined in 2001 and CEO since 2009. Brings 30+ years of risk management experience, leading strategy, sales, marketing, client services, and operations at Provider Group . Board has determined he is independent under Nasdaq standards .

Past Roles

External Roles

None disclosed for other public company boards, private company directorships, or non-profit boards in the proxy .

Board Governance

• Committee assignments and roles:
  • Enterprise Risk Management (ERM) Committee: Chair; 8 meetings in 2024 .
• Independence: Independent director under Nasdaq rules .
• Attendance/engagement:
  • Board held 11 regular meetings in 2024; no director (or committee member) attended fewer than 75% of applicable meetings .
  • All directors attended the 2024 annual meeting of stockholders .
• Board leadership:
  • Chairman/CEO combined (Joseph Campanelli) with a Lead Independent Director (Francis Orfanello) to enhance independent oversight; independent directors meet in executive sessions periodically .

Fixed Compensation

• 2024 director fee structure:
  • Annual board retainer: $75,000 (cash)
  • Annual committee retainer (per committee): $25,000
  • Committee chair fee: +$10,000
  • 2025 changes: Lead Independent Director +$25,000; Audit Chair +$5,000; otherwise unchanged
• Darcey’s 2024 cash compensation (matches ERM chair + one committee):
  • Board retainer ($75,000) + ERM committee retainer ($25,000) + ERM chair fee ($10,000) = $110,000

Performance Compensation

• 2025 Equity Incentive Plan (approved April 23, 2025) provides equity for directors and employees with best-practice protections (no repricing, minimum 1-year vesting, double-trigger change-in-control vesting, dividend deferral until vesting, anti-liberal recycling; awards subject to clawback) .
• Non-employee director awards (self-executing upon plan approval):
  • Proxy-stated illustrative grant: ~$1,235,200 in restricted stock, shown as 65,772 shares at $18.78 (for illustration) per director, vesting in five equal annual installments; actual value based on grant-date price .
  • Actual Form 4 (Darcey): 75,237 restricted shares granted on April 24, 2025 (day after approval), reflecting grant-date price; time-based vesting over five years; direct holding registered in his name .

Note: Proxy’s 65,772-share figure was illustrative using a March 5, 2025 reference price; Form 4 reflects the actual share count using the grant-date price on April 24, 2025 .

Other Directorships & Interlocks

• No other public company directorships or disclosed interlocks for Darcey in the proxy. Related-party disclosure references a law firm affiliated with a different director (Ayoub); no Darcey-related transactions disclosed .

Expertise & Qualifications

• Executive leadership of a regional insurance/risk management firm; deep risk oversight experience aligned with ERM chair role .
• Board skills matrix highlights broad board risk management depth; Darcey’s biography emphasizes market knowledge and commercial trends in the bank’s footprint .

Equity Ownership

• Beneficial ownership (record date Feb 28, 2025): 80,000 shares; held in IRA (indirect); “<1%” of shares outstanding (company presentation) .
• Shares outstanding as of Feb 28, 2025: 41,842,641 .
• Post-plan activity (Form 4 filings):
  • Apr 24, 2025: 75,237 restricted shares granted (direct)
  • Aug 11, 2025: Open market purchases totaling 5,000 shares at ~$17.30, increasing direct holdings to ~80,237 shares (two transactions of 4,861 at $17.30 and 139 at $17.29; post-transaction direct holdings reported)

Ownership alignment policies:

• Anti-hedging policy prohibits hedging and generally prohibits pledging/margin accounts; no pledging exceptions approved by the Board .
• Director stock ownership guideline (effective Jan 2025): 4× annual cash retainer; 5-year compliance window; 1-year hold on 50% of vested shares until guideline met .

Say-on-Pay & Shareholder Feedback (Plan Approval)

Governance Assessment

• Strengths

  • ERM chair with directly relevant risk-management background improves board risk oversight .
  • Independence, strong attendance culture, executive sessions, and defined Lead Independent Director role enhance board effectiveness .
  • Anti-hedging/anti-pledging and clawback coverage (via plan) support alignment and risk control .
  • Director stock ownership guidelines and sizable time-based RS grant align director incentives with long-term shareholder value (5-year vesting, dividend deferral, double-trigger CIC) .

• Watch items / potential red flags

  • One-time director equity grants are large (~$1.235M illustrative; actual shares reflected at grant-date price), which may raise concerns about director independence if not properly contextualized (conversion-related; five-year vesting; best-practice guardrails) .
  • Related-party legal fees involving another director’s firm (Nutter; Ayoub) are disclosed and subject to review; no Darcey-related party items disclosed .

• Signals affecting investor confidence

  • Post-grant open-market purchases by Darcey (5,000 shares on Aug 11, 2025) suggest additional alignment via incremental personal capital at ~$17.30/share .

Appendix: Committee and Attendance Detail

All directors/committee members met the ≥75% attendance threshold in 2024; Board met 11 times .

Data Notes

• Beneficial ownership figures as of Feb 28, 2025 reflect proxy record date and include indirect IRA holdings; subsequent Form 4s reflect direct awards/purchases and post-transaction direct holdings .