NBT BANCORP INC appointed Scott A. Kingsley as new CEO

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


John H. Watt, Jr. Transition


On January 22, 2024, John H. Watt, Jr., President and Chief Executive Officer of NBT Bancorp Inc. (the "Company") and President and Chief Executive Officer of NBT Bank, N.A. (the "Bank"), notified the Company of that he will step down from such positions effective May 21, 2024 and transition to a non-executive role. Mr. Watt will continue to serve as a member of the Board of Directors (the "Board") of the Company and will be named Vice Chairman of the Board, effective May 21, 2024. In addition, Mr. Watt will serve as an employee of the Company in an advisory role through December 31, 2024. Mr. Watt's decision to transition to a non-executive role was not the result of any disagreements with the Company.


Appointment of Scott A. Kingsley as President and Chief Executive Officer


On January 22, 2024, the Board appointed Scott A. Kingsley President and Chief Executive Officer of the Company, effective May 21, 2024.


Mr. Kingsley, age 59, has served as Executive Vice President and Chief Financial Officer of the Company since July 6, 2021. Prior to joining the Company, he was a member of the leadership team at Community Bank System, Inc., where he served as Chief Operating Officer and prior to that as Chief Financial Officer. Mr. Kingsley started his career with PricewaterhouseCoopers and was employed there for eight years before joining the Carlisle Companies, Inc., a large publicly traded manufacturer and distributor, where he served first as Corporate Controller and then as Chief Financial Officer of its Carlisle Engineered Products operating division. A Certified Public Accountant, Mr. Kingsley earned his bachelor's degree in accounting from Clarkson University. He is a community leader and volunteer, serving on the Crouse Health Foundation Board of Trustees and on the Audit and Finance Committee for the Catholic Diocese of Syracuse.


The appointment of Mr. Kingsley to serve as President and Chief Executive Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Kingsley and any director or executive officer of the Company, and there are no transactions between Mr. Kingsley and the Company that would be required to be reported under Item 404(a) of Regulation S-K.


Appointment of Annette L. Burns as Chief Financial Officer


Also on January 22, 2024, the Board approved the promotion of Annette L. Burns to Chief Financial Officer of the Company, effective May 21, 2024.


Ms. Burns, age 51, has served as Chief Accounting Officer of the Company since November 2019. Ms. Burns served as Senior Corporate Controller of the Company from June 2019 to November 2019. Prior to that, Ms. Burns was the Company's Corporate Controller from September 2013 to June 2019. A Certified Public Accountant, Ms. Burns has over 25 years of experience in accounting and finance, including more than 20 years in the banking industry. Ms. Burns earned her bachelor's degree in business administration from St. Bonaventure University.


The appointment of Ms. Burns to serve as and Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Ms. Burns and any director or executive officer of the Company, and there are no transactions between Ms. Burns and the Company that would be required to be reported under Item 404(a) of Regulation S-K.


A copy of the press release announcing Mr. Watt's retirement and the appointment of Mr. Kingsley and Ms. Burns is attached hereto as Exhibit 99.1 and is incorporated herein by reference.