NBT BANCORP INC (NBTB)
Sector: Financials
2026 Annual Meeting Analysis
NBT BANCORP INC · Meeting: May 19, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Long-tenured former CEO with deep company knowledge; TSR trigger does not apply as NBTB's 3-year return of 43.2% exceeds the strong-positive threshold requiring a 65-percentage-point gap vs. the peer median, and the actual gap is only -0.1pp; no overboarding, attendance, or independence concerns.
Former President and CEO with extensive banking experience; designated non-independent but serves only on the Risk Management Committee, not audit or compensation; TSR trigger does not apply; no attendance or overboarding concerns.
Current CEO and director since 2024, within the 24-month new-director exemption window, so the TSR trigger does not apply; strong financial and banking credentials as a CPA and former CFO/COO; no overboarding or attendance concerns.
Independent director since 2020 with business ownership experience in NBT's market area; serves on audit and nominating committees; TSR trigger does not apply; no attendance or overboarding concerns.
Independent director since 2021 with senior nonprofit executive experience; serves on audit and compensation committees; TSR trigger does not apply; no attendance or overboarding concerns.
Non-independent director (former EVP) serving only on Risk Management Committee, not audit or compensation; over 40 years of banking experience including as a former bank CEO; TSR trigger does not apply; no attendance or overboarding concerns.
Independent director since 2011 and chair of the Compensation and Benefits Committee; business owner with executive experience; TSR trigger does not apply as the 3-year peer gap is only -0.1pp against a 65pp threshold; no attendance or overboarding concerns.
Independent director since 2022 and Audit Committee chair; retired PwC partner with over 25 years of audit experience and CPA credentials satisfying the audit financial expert requirement; TSR trigger does not apply; no attendance or overboarding concerns.
Independent director since 2016 with banking and corporate law expertise; serves on audit and nominating committees; TSR trigger does not apply; no attendance or overboarding concerns.
Appointed in May 2025 upon completion of the Evans Bancorp merger, placing him within the 24-month new-director exemption window; former bank CEO with deep regional banking experience; no attendance or overboarding concerns.
Independent director since 2016 with extensive insurance industry executive and board experience; serves on audit, nominating, and risk committees; TSR trigger does not apply; no attendance or overboarding concerns.
Independent director since 2016, serving as Lead Director and Risk Committee chair; former hospital system CEO with broad executive and board leadership experience; TSR trigger does not apply; no attendance or overboarding concerns.
All twelve director nominees pass the policy screens. NBTB's 3-year total return of 43.2% is well above the strong-positive tier, and the gap versus the compensation peer group median is only -0.1 percentage point, far short of the 65-percentage-point threshold required to trigger an against vote. The two newest directors (Kingsley and Nasca) are within the 24-month exemption window. No directors are overboarded, have attendance issues, serve on inappropriate committees given their independence status, or have disqualifying familial relationships.
Say on Pay
✓ FORCEO
Scott A. Kingsley
Total Comp
$2,990,037
Prior Support
96.3%%
CEO total compensation of approximately $2.99 million is reasonable for a CEO at a $2.3 billion market-cap community bank, and prior shareholder support was an overwhelming 96.3%, indicating no prior-year concern to address. The pay program is well-structured: over 50% of total compensation is variable and performance-based, short-term cash incentives are tied to a multi-metric balanced scorecard (with no single easily-gamed metric dominating), and long-term awards are split equally between performance stock awards (earned based on 3-year relative return on tangible equity and total shareholder return versus a peer group) and time-vested retention units with a five-year vesting schedule. The company also has robust clawback policies and prohibits hedging and pledging, reflecting strong compensation governance.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
39 yrs
Audit Fees
$1,867,900
Non-Audit Fees
$50,440
KPMG has served as NBT's auditor since 1987, a tenure of approximately 39 years, which well exceeds the policy's 25-year threshold for a no vote. While the non-audit fee ratio is well within acceptable limits (audit-related fees of $50,440 represent only about 2.7% of audit fees of $1,867,900), and there are no disclosed material restatements, the proxy does not provide a specific and compelling rationale for retaining an auditor of this duration — such as disclosure of a formal rotation plan or exceptional audit quality metrics. A nearly four-decade relationship between auditor and management raises legitimate concerns about whether the auditor maintains the independent and skeptical perspective that shareholders deserve.
Overall Assessment
The 2026 NBT Bancorp annual meeting presents three standard proposals. We vote FOR all twelve director nominees, as the company's strong 3-year total return and minimal peer-group gap clear the policy's performance thresholds by a wide margin, and all directors meet qualifications, independence, and attendance standards. We vote AGAINST auditor ratification solely because KPMG's 39-year tenure far exceeds the policy's 25-year threshold and the proxy provides no compelling justification for continued engagement, while voting FOR the Say on Pay proposal given a well-designed, performance-linked compensation program and near-unanimous (96.3%) prior-year shareholder support.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing