David J. Nasca
About David J. Nasca
David J. Nasca was appointed to NBT Bancorp Inc.’s Board on May 20, 2025, following the Evans Bancorp merger; he is not assigned to any Board committees initially and no related-party transactions are disclosed under Item 404(a) . He is the retired President and CEO of Evans Bancorp, Inc. and Evans Bank, N.A. (Director and President 2006–2025; CEO 2007–2025) and previously served as COO of LifeStage, LLC (Oct 2005–Aug 2006) and held senior roles at First Niagara Financial Group, Chemical Bank, and Goldome entities . Nasca holds an MBA in Finance from SUNY Buffalo and a BS in Management/Marketing from Canisius College, and serves as Vice-Chairman of the Board of the Federal Home Loan Bank of New York .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evans Bancorp, Inc. and Evans Bank, N.A. | Director & President (Evans/Bank); CEO (Evans/Bank) | Director/President: 2006–2025; CEO: 2007–2025 | Led growth and strategic direction; post-merger continuity for NBT’s Western NY expansion |
| LifeStage, LLC | Chief Operating Officer | Oct 2005–Aug 2006 | Operating leadership in healthcare services startup |
| First Niagara Financial Group | Executive roles culminating as EVP, Strategic Initiatives | 11 years | Led enterprise-wide risk management and M&A strategy |
| Chemical Bank; Goldome FSB; Goldome Realty Corp. | Senior executive positions | Not disclosed | Banking and real estate operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Home Loan Bank of New York | Vice-Chairman; Director | Current | Board leadership at GSE co-op; provides system-level risk and funding insights |
Board Governance
- Appointment and term: Appointed May 20, 2025; term to 2026 Annual Meeting (will be nominated for re-election) .
- Committee assignments: None initially .
- Related-party transactions: None requiring Item 404(a) disclosure .
- Independence: Not explicitly stated in filings for Nasca; Board independence policies noted generally in proxy .
- Board leadership changes (context in 2025): Heidi M. Hoeller named Audit Chair; Matthew J. Salanger appointed Lead Director .
- Stock ownership guidelines (updated Jan 2025): Directors must hold shares equal to 5x annual Board cash retainer; unvested time-based RSUs count; hedging/pledging prohibited .
Fixed Compensation
NBT’s non-employee director fee schedule (as of Dec 31, 2024):
| Annual Retainer Fees | Cash | Restricted Stock Units |
|---|---|---|
| NBT Bancorp Inc. Board – Chair | $64,500 | $20,500 |
| NBT Bank, N.A. Board – Chair | $64,500 | $20,500 |
| NBT Bancorp Inc. Board – Member | $37,000 | $20,500 |
| NBT Bank, N.A. Board – Member | $37,000 | $20,500 |
Committee retainers:
| Committee | Chair Fee (Cash) | Member Retainer (Cash) |
|---|---|---|
| Audit | $15,000 | $7,500 |
| Risk Management | $15,000 | $7,500 |
| All Other Committees | $10,000 | $5,000 |
Notes:
- Director RSUs vest 100% one year after grant under the 2024 Plan .
- 2024 grants had a per-share fair value of $37.15 on May 21, 2024; pro-rata grants applied for mid-year director transitions (e.g., Cantele at $45.16 on Aug 17, 2024) .
- Nasca’s individual 2025 director compensation details were not disclosed as of his appointment; he is expected to be subject to the prevailing fee schedule .
Performance Compensation
- Non-employee directors receive time-based RSUs (no performance-vesting); vesting at 1 year aligns director compensation with shareholder value without incentivizing risk-taking .
- No options or performance share units are disclosed for directors; timing of equity awards is not coordinated with MNPI per company policy .
Other Directorships & Interlocks
| Company/Institution | Relationship | Interlock/Transaction | Notes |
|---|---|---|---|
| Evans Bancorp, Inc. | Former CEO; merger counterparty | All-stock merger completed May 2, 2025 | Appointment to NBT Board consistent with merger terms; no 404(a) related-party transactions |
| Federal Home Loan Bank of New York | Vice-Chairman; Director | None disclosed | External board role; governance and risk expertise |
Expertise & Qualifications
- 42-year banking career; multi-cycle leadership as CEO of Evans and EVP Strategic Initiatives at First Niagara (risk management, M&A) .
- Operating experience in healthcare services and senior roles at Chemical Bank and Goldome organizations .
- Advanced finance education (MBA, SUNY Buffalo) and management/marketing (BS, Canisius College) .
Equity Ownership
- The 2025 proxy lists beneficial ownership for directors as of February 28, 2025, prior to Nasca’s appointment; therefore, no disclosure of his NBT share ownership was included in that filing .
- Director stock ownership guidelines apply (5x cash retainer; includes unvested time-based RSUs) .
Governance Assessment
- Initial status: Appointment post-merger without committee assignment suggests a staged integration of expertise; direct committee influence will depend on future assignments .
- Conflicts: The 8-K explicitly states no related-party transactions, reducing near-term conflict risk .
- Alignment and incentives: Director equity is time-vested RSUs; stock ownership guidelines (5x cash retainer) and prohibitions on hedging/pledging strengthen alignment .
- Board effectiveness context: Independent committee chairs (Audit, Risk, Compensation) and updated leadership (Audit Chair; Lead Director) reinforce governance structure .
- Shareholder signals: Say-on-Pay support at the 2025 meeting indicates strong investor confidence in compensation practices (Votes For: 30,615,077; Against: 965,115; Abstentions: 206,453) .
RED FLAGS: None disclosed specific to Nasca (no 404(a) related-party transactions; no hedging/pledging permitted; independence status not yet stated in filings) .
WATCH ITEMS: Future committee assignments and ownership guideline compliance disclosure; monitoring for any Evans-related integration issues (company identified typical merger integration risks) .