Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures : An evaluation of the Company's disclosure controls and procedures (as defined in Section 13a-15(e) of the Securities Exchange Act of 1934 (the "Act")) was carried out as of December 31, 2024 under the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer and several other members of the Company's senior management as of the end of the period covered by this report. The Company's Chief Executive Officer and Chief Financial Officer concluded that based on their evaluation at December 31, 2024, the Company's disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner to allow timely decisions regarding required disclosure, specified in the SEC’s rules and forms, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.
(b) Report of Management on Internal Control over Financial Reporting : The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's consolidated financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
Management conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, utilizing the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that the Company's internal control over financial reporting as of December 31, 2024 is effective.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, transactions and dispositions of assets; and provide reasonable assurances that: (1) transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States; (2) receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements are prevented or timely detected.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
This Form 10-K does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting because the Company is an emerging growth company. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this Form 10-K.
(c) Changes in Internal Controls : There have been no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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ITEM 9B. Other Information
During the quarter ended December 31, 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) or any “ non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
The information required herein is incorporated by reference from the Company’s definitive proxy statement relating to its 2025 Annual Meeting of Stockholders (the “Proxy Statement”) that will be filed with the SEC within 120 days following the fiscal year end December 31, 2024 under the captions “Corporate Governance,” “Proposal 1 – Election of Directors – Executive Compensation,” and “Stock Ownership.”
Insider Trading Policies and Procedures
The Company has an insider trading policy governing the purchase, sale and other disposition of the NB Bancorp's securities that applies to all personnel of the Company and its subsidiaries, including directors, officers, employees and other covered persons. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of the Company's insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
ITEM 11. Executive Compensation
The information called for by this item is incorporated herein by reference to the material under the captions “Proposal I – Election of Directors – Executive Compensation” in the Proxy Statement.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information called for by this item is incorporated herein by reference to the material under the captions “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.
ITEM 13. Certain Relationships and Related Transactions and Director Independence
The information called for by this item is incorporated herein by reference to the material under the captions “Proposal I – Election of Directors – Transactions with Certain Related Persons,” “– Board Independence” and “– Meetings and Committees of the Board of Directors” in the Proxy Statement.
ITEM 14. Principal Accountant Fees and Services
The information called for by this item is incorporated herein by reference to the material under the caption “Independent Registered Public Accounting Firm” in the Proxy Statement.
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PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
The following financial statements are included in Part II, Item 8 of this Form 10-K are:
(A)
Report of Independent Registered Public Accounting Firm
(B)
Consolidated Balance Sheets as of December 31, 2024 and 2023
(C)
Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022
(D)
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
(E)
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022
(F)
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
(G)
Notes to Consolidated Financial Statements.
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Notes to Consolidated Financial Statements.
(a)(3) Exhibits
3.1
Articles of Incorporation of NB Bancorp, Inc. (1)
3.2
Bylaws of NB Bancorp (1)
4
Form of Common Stock Certificate of NB Bancorp (1)
4.2
Description of NB Bancorp, Inc. Common Stock (5)
10.1
Employment Agreement between Needham Bank and Joe Campanelli (1)
10.2
Employment Agreement between Needham Bank and Salvatore Rinaldi (1)
10.3
Needham Bank Nonqualified Deferred Compensation Plan (1)
10.4
Needham Bank Nonqualified Deferred Compensation Plan for Officers (1) (4)
10.5
Needham Bank Long-Term Incentive Plan (1)
10.6
Needham Bank Amended and Restated Director Retirement Plan (1) (4)
10.7
Change in Control Agreement with JP Lapointe (2)
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10.8
Change in Control Agreement with Christine Roberts (3)
19
Insider Trading Policy and Procedures
21
Subsidiaries (1)
23.1
Consent of Elliott Davis, LLC, Independent Registered Public Accounting Firm
31.1
Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
NB Bancorp, Inc. Clawback Policy (5)
(1) Incorporated by reference to the Registration Statement on Form S-1 (file no. 333-272567), filed June 9, 2023.
(2) Incorporated by reference to the Current Report on Form 8-K filed on February 6, 2024.
(3) Incorporated by reference to the Current Report on Form 8-K filed on January 6, 2025.
(4) Amended by reference to the Current Report on Form 8-K filed on January 28, 2025
(5) Incorporated by reference to the Annual Report on Form 10-K filed on March 28, 2024.
ITEM 16. Form 10-K Summary
None.
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Signatures
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NB BANCORP, INC.
Date: March 7, 2025
By:
/s/ Joseph P. Campanelli
Joseph P. Campanelli
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signatures
Title
Date
/s/ Joseph P. Campanelli
Director, Chairman, President and Chief Executive
March 7, 2025
Joseph P. Campanelli
Officer and (Principal Executive Officer)
/s/ Jean-Pierre Lapointe
Executive Vice President and Chief Financial
March 7, 2025
Jean-Pierre Lapointe
Officer (Principal Financial Officer)
/s/ Paul Ayoub
Director
March 7, 2025
Paul Ayoub
/s/ William Darcey
Director
March 7, 2025
William Darcey
/s/ Susan Elliott
Director
March 7, 2025
Susan Elliott
/s/ Angela D. Jackson
Director
March 7, 2025
Angela D. Jackson
/s/ Christopher Lynch
Director
March 7, 2025
Christopher Lynch
/s/ Kenneth Montgomery
Director
March 7, 2025
Kenneth Montgomery
/s/ Joseph R. Nolan, Jr.
Director
March 7, 2025
Joseph R. Nolan, Jr.
/s/ Francis X. Orfanello
Director
March 7, 2025
Francis X. Orfanello
/s/ Hope E. Pascucci
Director
March 7, 2025
Hope E. Pascucci
/s/ Muhammad Raza
Director
March 7, 2025
Muhammad Raza
/s/ Mark Whalen
Director
March 7, 2025
Mark Whalen
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