Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

(d) On January 26, 2022, the Board of Directors (the "Board") of NBT Bancorp Inc. ("NBT") increased the size of the Board to 15 directors and appointed Heidi M. Hoeller to fill the newly created vacancy.

Ms. Hoeller, age 52, is a retired partner of PricewaterhouseCoopers LLP ("PwC") with over 25 years of experience as a leader in audit and financial services. Ms. Hoeller held numerous positions at PwC from November 1993 until her retirement in June 2019. She spent most of her career in the Northeast, where she served as audit partner on a diverse portfolio of clients within the insurance sector. Prior to her retirement, she was a financial services partner in PwC's National Quality Organization for three years. She is a member of the American Institute of Certified Public Accountants and is a CPA licensed in New York.

The Board has determined that Ms. Hoeller meets the standards of independence set forth by Nasdaq. Ms. Hoeller is expected to serve on the Audit Committee and the Compensation and Benefits Committee of the Board.

There are no transactions between Ms. Hoeller or any member of her immediate family and NBT that would be reportable as a related party transaction under Item 404(a) of Regulation S-K. Ms. Hoeller was not selected as a director because of any arrangement or understanding between Ms. Hoeller or NBT and any other person, and was not provided any compensation in connection with her appointment as a director.

Ms. Hoeller will be entitled to standard compensation as a director of NBT as disclosed in the proxy statement for NBT's annual meeting of stockholders. She will receive a prorated annual grant of restricted stock units and a prorated annual retainer in addition to meeting fees for each board and committee meeting she attends.

Item 9.01 Financial Statements and Exhibits.





(a) Not applicable.



(b) Not applicable.



(c) Not applicable.



(d) Exhibits.



Exhibit No. Description



  99.1       Press release of NBT Bancorp Inc. dated January 26, 2022
104          Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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