Sector: Financials
NBT BANCORP INC · Meeting: May 19, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
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.
CEO
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
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.
Meeting held May 19, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Heidi M. Hoeller | 99.4% | 35.6M | 205,677 | ✓ Elected |
| J. David Brown | 99.4% | 35.7M | 208,911 | ✓ Elected |
| Scott A. Kingsley | 99.1% | 35.6M | 307,166 | ✓ Elected |
| John H. Watt, Jr. | 98.5% | 35.4M | 530,716 | ✓ Elected |
| Johanna R. Ames | 98.4% | 35.3M | 575,123 | ✓ Elected |
| Richard J. Cantele, Jr. | 98.3% | 35.3M | 593,920 | ✓ Elected |
| David J. Nasca | 98.3% | 35.2M | 623,474 | ✓ Elected |
| Martin A. Dietrich | 97.8% | 35.1M | 784,725 | ✓ Elected |
| Andrew S. Kowalczyk, III | 97.8% | 35.0M | 783,059 | ✓ Elected |
| Timothy E. Delaney | 97.7% | 35.0M | 815,102 | ✓ Elected |
| Matthew J. Salanger | 97.6% | 35.0M | 851,321 | ✓ Elected |
| V. Daniel Robinson, II | 96.0% | 34.4M | 1.4M | ✓ Elected |
Say on Pay
For 34.6M · Against 1.0M · Abstain 319,537
Auditor Ratification
For 41.8M · Against 445,896 · Abstain 194,440
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.
19 companies disclosed in 2026 proxy filing
