NBT Bancorp (NBTB) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2025, to elect eleven directors, approve executive compensation on an advisory basis, and ratify KPMG LLP as the independent auditor for 2025.

• CEO succession occurred in May 2024, with Scott A. Kingsley appointed as President and CEO, and new employment agreements for key executives.

• 2024 financial highlights include net income of $141 million, EPS of $2.97, and record noninterest income, reflecting strong performance despite industry challenges.

Voting matters and shareholder proposals

• Stockholders will vote on the election of eleven directors for one-year terms, a non-binding advisory vote on executive compensation (Say-on-Pay), and ratification of KPMG LLP as auditor.

• The board recommends voting in favor of all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 5, 2025.

Board of directors and corporate governance

• The board consists of eleven nominees, with 77% independence and 23% female or ethnically diverse members.

• Board committees include Audit, Compensation and Benefits, Nominating and Corporate Governance, and Risk Management, all with independent chairs.

• The board encourages director attendance at meetings and annual meetings, and all directors attended the 2024 annual meeting.

• The board has adopted a Code of Business Conduct and Ethics and maintains a process for shareholder communications.