You are cordially invited to attend the Annual Meeting of Shareholders of New York Community Bancorp, Inc., the holding company for New York Community Bank. The meeting will be held in a “virtual” format through a live webcast on Wednesday, June 1, 2022, at 10:00 a.m. Eastern Daylight Time. You will be able to attend the Annual Meeting, vote, and submit questions by visiting www.virtualshareholdermeeting.com/NYCB2022.

The attached Notice and Proxy Statement describes the formal business to be transacted at the Annual Meeting, including with respect to the Company’s corporate governance, executive compensation, and other matters arising during a most extraordinary year.

Last year was an exciting one for our Company in many ways. Financially, net income available to common stockholders increased 18% to $563 million, making it the best we have ever reported in 27 years as a public company, while our diluted earnings per share was the highest level since 2005. On a year-over-year basis, our loans grew 7%, which was above our mid-single digit target, core deposits increased 20%, and our net interest margin expanded 23 basis points, while our asset quality remained strong and continues to rank among the best in the industry.

In addition to these very strong financial results – achieved during a period of continuing operational and economic challenges for all of us due to the lingering COVID pandemic – during the past year we took several important steps to build a foundation for growth as well as stability, moving away from a model that has been narrowly focused on multi-family lending supported by CDs and wholesale borrowings.

We are most grateful for the overwhelming support that our shareholders have given in voting to approve our planned merger with Flagstar and are hopeful that with regulatory approvals we will soon be able to get started with the promising business of putting the two companies together (which we have been planning for since announcing the transaction last year). We believe the merger offers many opportunities for the combined companies to strengthen our balance sheets, unite talented leaders, and expand our businesses.

The Flagstar transaction promises to be transformative in many ways, including through the $28 billion commitment we have made under our five-year Community Benefits Agreement developed with the National Community Reinvestment Coalition and its affiliate institutions. We believe that, upon the merger closing, this important and substantial agreement will provide greater economic opportunities for low-to-moderate income communities and communities of color and help bridge the racial wealth gap throughout our combined service areas.

New York Community Bank for many years has been recognized as a strong supporter of community investment through our multi-family lending in the New York metropolitan area. We expanded these efforts by joining with the newly formed Minority Depository Institution Innovation Committee, which will serve as a vital pathway to modernizing the technology capabilities at minority depository institutions, many of which are underinvested in technology. We look forward to working with other members of the Committee, including the National Black Bank Foundation, to ensure that communities of color can access capital and build wealth through a robust Black banking sector.

As we look to create more shareholder value in the years ahead, we expanded our core competencies with initiatives that will drive lower-cost deposit growth and revenue. I have made it a priority for the Company to leverage our deep lending relationships to ask borrowers to expand their deposit accounts with us. In addition, we have begun a Banking as a Service (“BaaS”) initiative to drive low cost deposits (now at $1.0 billion in balances at year-end). In addition to BaaS, the digital arena offers promising new opportunities. Last year we entered into a strategic partnership and made an investment in Figure Technologies, Inc., a leading FinTech provider. We believe that the use of blockchain technology has the potential to transform the financial services industry and change the payment system. Last year, we were also the first bank to successfully complete groundbreaking tests of a digital payment process through the creation of a blockchain-based tokenized deposit.

We are also excited to launch our Cities for Financial Empowerment Fund, “Bank On” account and our new Spanish language version of the New York Community Bank direct bank website (www.myNYCB.com) and on-line bank website (www.MyBankingDirect.com), further demonstrating our expanding commitment to the communities we serve through promotion of financial inclusion for underbanked and unbanked consumers.

Our recent achievements and the success of our plans for growth are being made possible through the incredibly hard work of the Company’s many talented employees. I thank all of our employees for their tireless dedication. In recognition of their hard work, New York Community Bank recently was named as the top retail bank in the New York tristate region based on overall customer satisfaction in the J.D. Power 2022 U.S. Retail Banking Satisfaction Study^SM. This honor is even more satisfying given that the recognition comes from our customers and underscores our customer first philosophy. We also are proud of our recognition as the Top Bank in the Country for Best Overall Customer Experience based on a survey conducted by American Banker.

The Board of Directors and I plan to continue cultivating our service-focused culture as a basis for the trust upon which our customer base has placed with us, including as we transition to a more modern and diverse banking platform capable of delivering innovative, differentiated experiences that meet the changing demands and expectations of consumers.

Finally, our future will depend upon all of us doing our part to advance the environmental, social, and governance goals that our culture, and the world at large, has embraced. We intend to do our part and have begun the process of building governance and operational programs that will allow us to more accurately identify and measure climate impacts within our business, examine ways for us to better serve the diverse communities where our business is conducted, and steward our Company in a manner befitting the highest governance standards. Like many others, we are working hard now to address legacy problems like climate change and racial inequality. We have formed management working groups that already are addressing my charge to lead, not follow in these important areas, and I am proud to be associated with the Directors and many employees who recognize this as one of our highest priorities.

As we come together again as investors in New York Community Bancorp, Inc., I encourage you to cast your vote by signing, dating, and returning the proxy card promptly, or by voting online or by telephone as instructed on the proxy card. As the holders of a majority of the common stock entitled to vote must be represented, either in person or by proxy, to constitute a quorum at the meeting, we would appreciate your timely response.

Directors and officers of New York Community Bancorp, Inc., as well as representatives of KPMG LLP, the Company’s independent registered public accounting firm, will be present at the meeting and will be pleased to respond to any questions you may have.

On behalf of the Board of Directors, officers, and employees of New York Community Bancorp, Inc., we thank you for your continued interest and support.

On behalf of New York Community Bancorp, Inc.’s Board of Directors, I am pleased to comment on some of the many positive developments in the Company’s strategic directions and governance since my letter to you last year.

Under the leadership of our new Chairman, President and Chief Executive Officer Thomas Cangemi, the Company is progressing rapidly towards several significant new strategic frontiers, expanding from our historical thrift model – which focused on New York City multifamily loans funded by higher cost deposits and wholesale borrowings – to important new pinnacles for lending, funding, and fee income generation. From the start of his term last year, Tom has articulated a strong vision for our future and provided confident leadership to accomplish our new strategic priorities, including in areas such as deposit gathering, digital banking, our pending merger with Flagstar Bancorp, Inc., and our ESG initiatives.

We continue to look forward to receiving regulatory approval for our transformative merger with Flagstar and are proceeding with detailed planning for that across the entire organization. The receipt of regulatory approvals and the completion of the merger will allow us to begin fulfilling the promises made in our Community Benefits Agreement with the National Community Reinvestment Coalition to accelerate our transformation to a full-fledged commercial bank. With these changes, and Tom’s fresh perspective, we expect to be able to further enhance shareholder value and provide many important benefits for the communities served by both New York Community Bank and Flagstar Bank.

The Board is committed to supporting our new strategic goals by adding highly qualified new members. We are pleased to have found such a member in Marshall Lux, a prominent financial services industry professional who joined the Boards of Directors of the Company and New York Community Bank on February 23, 2022, following the passing of John M. Tsimbinos. John was a respected and well-regarded member of the Board and a friend to all of those who worked with him. He put his expertise and experience at the service of the Company for almost two decades and he will be truly missed.

As noted in the accompanying proxy statement, the Board neither supports nor opposes the proposal to eliminate the Company’s classified Board structure, but recognizes that such change would require modification to foundational provisions of the Company’s charter, originally designed to maintain the organization’s strength and stability (including the requirement for a “supermajority vote” to amend the charter). The Board members and I nevertheless believe that the significant changes in our membership – with the addition of Marshall Lux and the expected addition of several new members from Flagstar – will allow us to achieve a high level of dynamism and refreshment through the near term.

Finally, all of us on the Board share a common vision to support important ESG objectives emerging in our changing world and we have directed management to prioritize compliance with evolving new environmental, social, and governance standards for operating the Company as a a protector of employees, customers, the environment, and the communities where we operate, and as a model of strong and diverse leadership. While we, like many others, are just beginning to understand the new and evolving paradigms in these areas, I firmly believe that by next year the Company will be able to report on significant progress in addressing the ESG goals of greatest concern to our shareholders and the broader communities that we serve.

In the accompanying proxy statement, we share information about the Board’s role in shaping our values, governance, and strategy. We hope you will take the time to read it. Whether or not you can attend the annual meeting, we welcome your participation with the New York Community Bancorp, Inc. Board and management team and thank you for your continued interest and support.

Our management and Board value direct and transparent engagement with our shareholders and regularly seek opportunities to obtain feedback in connection with our governance, management compensation, and strategies. We embrace engagement as an important tenet of good governance and we value the views of our shareholders and other stakeholders. We believe that positive dialogue builds informed relationships that promote transparency and accountability, allowing us to respond more fully to the interests of our shareholders as they adjust to evolving governance and compensation norms in our competitive industry.

Our shareholder outreach program consists of regular management dialogue with the investor community (the “Management Outreach Program”) and formal outreach by our independent Board members to institutional shareholders (the “Board Outreach Program”).

As part of our Management Outreach Program, senior members of our management team conduct regular investor communications, including conferences, non-deal road shows (NDR) and individual and group conference calls with portfolio managers and industry analysts. Each quarter’s earnings press release is thoroughly reviewed in open investor conference calls with broad participation and significant Q&A by the analyst community. Our senior management regularly makes themselves available for such communications across the United States, focusing on elements of our strategic plans, consolidated business results and capital structure, and other topics of interest to shareholders. We believe that management can strengthen its ability to lead the Company by constructively discussing our business and strategy in such settings.

As part of the Management Outreach Program for 2021, Mr. Cangemi and John J. Pinto, our Chief Financial Officer, met with shareholders or prospective shareholders from 105 different institutions that consisted of 13 industry conferences and four NDR investment meetings.

In shareholder meetings held after the public release of our 2021 annual proxy statement last spring, we received further confirmation that shareholders acknowledge and appreciate the evolution of our executive pay program to a structure that improves the alignment of pay and performance. Shareholders encouraged the Company to continue to monitor peer programs and industry best practices and adjust the program as necessary to ensure consistency with these benchmarks. Our 2021 executive pay program reflected our efforts to improve our alignment with peer and industry practices.

Additionally, as part of the Board Outreach Program, our Presiding Director, the chair of the Board’s Compensation Committee, and the chair of the Board’s Nominating and Corporate Governance Committee participate in meetings with shareholders. For several years, the Company has conducted formal shareholder outreach in this manner in order to allow our Board members to hear directly from investors regarding their perspectives on our business. During such calls the Board members solicit feedback from institutional investors that is taken into account by the Board in making strategic and other corporate governance and compensation decisions.

The Board encourages participation from our shareholders in its outreach program. Participation levels vary from year-to-year. For this year’s Board Outreach Program, which began in early 2022, we contacted our 25 largest shareholders, who represented approximately 44% of our then-outstanding shares. Of those contacted, investors representing over 22% of the then-outstanding shares responded, and we were pleased that this group of shareholders expressed a very positive view of the Company and our executive pay program and did not feel that individual meetings were necessary.

The following lists certain corporate governance themes addressed in our outreach discussions during the 2020 and 2021 annual shareholder meeting cycles:

Additional disclosure regarding the relationship between our NEO compensation programs and long-term value creation appears on page 25 of this proxy statement. Stockholders are urged to read the Compensation Discussion & Analysis section and other information in this Proxy Statement to better understand how the Company’s executive compensation program engages and aligns with the Company’s performance.

Results of Election of Directors at 2021 Annual Meeting – At our 2021 annual meeting of shareholders, Thomas R. Cangemi, Hanif “Wally” Dahya, and James J. O’Donovan were re-elected to the term of the Board that expires at the 2024 annual meeting of shareholders. Each received an affirmative vote of more than 80% of the votes cast for their re-election with the combined average percentage being 93% of the votes cast.

We value shareholder input and we encourage you to share your opinions with us. You can do so by writing to us at the address on page 83 of this proxy statement. You can also provide feedback on our executive compensation program by contacting us through our Investor Relations Department (please visit our website www.myNYCB.com) or through the other contacts identified on page 23 of this proxy statement.

As a responsible steward of financial services, the Company integrates environmental, social, and governance considerations into its strategies through: corporate governance, human capital, responsible investments, risk management, ethics and integrity, and the environment. Additionally, like other public companies, we have begun the process of exploring new and more precise measurements of the environmental impacts of our business and ways to better address changing social and governance interests of our culture.

Our Company and employees are committed to making a positive impact every day, and we know that being a good steward of the Earth’s natural resources is an essential part of being a good corporate citizen and improving the future of those we serve. To this end, we have taken measures to reduce our environmental impact, including the following:

At December 31, 2021, our workforce included 2,815 employees, including 1,493 retail employees and 1,322 back office employees.

We believe our employees are among our most significant resources and that our employees are critical to our continued success. We focus significant attention on attracting and retaining talented and experienced individuals to manage and support our operations. We pay our employees competitively and offer a broad range of benefits, both of which we believe are competitive with our industry peers and with other firms in the locations in which we do business. Our employees receive salaries that are subject to annual review and periodic benchmarking. Our benefits program includes a 401(k) Plan with an employer matching contribution, healthcare and other insurance benefits, flexible spending accounts and paid time off. Many of our employees are also eligible to participate in the Company’s equity award program.

We are proud to maintain a diverse and inclusive workforce that reflects the demographics of the communities in which we do business. Our company recognizes that the talents of a diverse workforce are a key competitive advantage. To increase diversity within our talent pool, we work with key stakeholders in our business locations to deepen our understanding of the local labor market and better position the organization to recruit and retain talent within under-represented communities. Additionally, we work with community and professional associations, colleges and universities and non-profits to deepen our understanding and better position our organization to recruit and retain talent within the Asian, Black, Latino, LGBTQ+, people with disabilities, neuro-diverse individuals and talent from other under-represented communities.

We strive to create and foster a supportive environment for all of our employees, and we are proud to share our business success with individuals whose cultural and personal differences support an innovative and productive workplace. Our workforce is 33% male and 67% female and women represent 47% of the Company’s leadership (defined to include employees at the level of vice president and above). In addition, for those employees identifying as such, approximately 49% of our workforce have diverse ethnic backgrounds. Our policies and practices reflect our commitment to diversity and inclusion in the workplace.

None of our employees are represented by a collective bargaining agreement. We believe our employee relations to be good.

The following tables illustrate the ethnic and gender diversity of the Company’s executives, managers and employees as of December 31, 2021:

Our management teams and all of our employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All of our employees must adhere to a code of conduct that sets standards for appropriate behavior and all employees are required to complete annual training that focuses on preventing, identifying, reporting and stopping any type of unlawful discrimination.

The health and safety of our employees is also of critical importance. Throughout the COVID-19 pandemic, we maintained a remote work model, while implementing additional safety protocols for employees who, due to the nature of their positions, continue to work on-site. We maintain strict compliance with federal, state and local requirements that enhance workplace safety, such as masking and social distancing, and we provide employees who either contract or are exposed to COVID-19 with appropriate leave.

Our Board, as stewards of shareholder interests, is committed to maximizing long-term shareholder value creation and to maintaining sound corporate governance principles consistent with current rules and practices. Under the leadership of the Nominating and Corporate Governance Committee, we have concentrated significant efforts and resources on ensuring that our overall corporate governance practices serve the best interests of the Company and its various constituencies, focusing on the changing needs for financial institutions in the current regulatory environment and have taken into consideration the governance policies and practices of our peers.

The Board of Directors maintains a Risk Assessment Committee comprised of independent directors to assist the Board in overseeing and reviewing information regarding our enterprise risk management program, risk exposure, and risk governance policies and practices. See page 21 for a description of the committee.

Certain governance policies and practices in effect during 2021 are listed as follows:

The Board-adopted Corporate Governance Guidelines are available on the corporate governance pages of the Investor Relations portion of our Company’s website, www.myNYCB.com, and also are available in print to any shareholder who requests a copy. These guidelines address, among other matters, the qualifications and responsibilities of directors; functions of the Board and Board committees; director compensation, training, and performance evaluations; and management performance evaluations and succession.

The Board has determined that seven of our ten directors are “independent” within the meaning of the rules of the New York Stock Exchange including: Dominick Ciampa, Hanif “Wally” Dahya, Leslie D. Dunn, Marshall J. Lux, Lawrence Rosano, Jr., Ronald A. Rosenfeld, and Lawrence J. Savarese. Additionally, the Board has determined that each of the members of the Audit, Nominating and Corporate Governance, and Compensation Committees are independent in accordance with the listing standards of the NYSE and, in the case of the members of the Audit Committee, the rules of the SEC. In determining the independence of its members, the Board broadly considers all facts and circumstances it deems to be relevant and does not limit such review to a specific set of categorical independence standards. Such determinations are made not merely from the standpoint of the director, but also from that of persons or organizations

with whom or which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships, among others.

In arriving at its conclusions with respect to the directors named above, the Board determined that the directors had no material relationships (as such term is defined under the listing standards of the NYSE) with the Company either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company. Director Rosano is a principal in, or has ownership interests in, organizations that maintain a lending relationship with the Community Bank. Mr. Rosano has fully disclosed such relationships to the Board, and the Board has determined that the subject loan does not involve more than normal risk of collectability or present other unfavorable features, and was made on substantially the same terms (including interest rates and collateral requirements) as those prevailing at the same time for comparable transactions with unaffiliated persons. Mr. Rosano’s loan is fully performing in accordance with its terms. Accordingly, the lending relationship maintained by the Community Bank with him would not be inconsistent with a determination that he is an independent director of the Company. Further, Director Rosano possesses significant knowledge of, and is a principal in companies that actively participate in, the New York metropolitan area real estate market, where the Community Bank currently conducts significant portions of its lending business.

The Company currently relies on an efficient and balanced leadership structure, with Mr. Dahya serving as the independent Presiding Director and Mr. Cangemi serving as Chairman, President and Chief Executive Officer. Generally, the structure is intended to be a synergistic one, with Mr. Dahya and Mr. Cangemi working closely together on governance and other Board-level issues.

In the position of Presiding Director, Mr. Dahya functions as a Lead Independent Director, identifying strategic priorities to be discussed by the Board, overseeing the Board’s functioning, and helping to ensure that the Board fulfills its stewardship role. The Board prefers the term Presiding Director to emphasize that all directors share equally in their responsibilities as members of the Board. The Presiding Director presides at all Board meetings at which the Chairman is not present, presides over periodic executive sessions of the Board in which management directors and other members of management do not participate, and is responsible for coordinating the annual self-evaluations of the members of the Board. Additionally, the Presiding Director is available for consultation and communication with shareholders as part of the Board’s shareholder outreach program. As a result, the Presiding Director provides a source of Board leadership complementary to, collaborative with, and independent of the leadership of the Chairman, President and Chief Executive Officer, which promotes best practices and high standards of corporate governance.

The Board has determined that it currently is in the best interests of the Company that the positions of Chairman, President, and Chief Executive Officer be held by one individual. The Board believes that this change provides for an efficient leadership structure that effectively preserves Board independence, enabling the Chairman to share knowledge and responsibilities with the independent Presiding Director and to support other important governance principles. The Company does not have a formal policy with respect to the separation or combination of the offices of Chairman of the Board and CEO. Rather, the Board reassesses the separation of these roles and has the discretion to combine or separate them as it deems appropriate from time to time, which provides the Board with the necessary flexibility to adjust to changed circumstances, including in the context of a merger, as reflected in our merger agreement with Flagstar Bancorp, in which the Board has agreed to assign the role of Chairman to Flagstar’s current President and Chief Executive Officer Alessandro DiNello, upon consummation of the merger.

As Chairman, President and Chief Executive Officer, Mr. Cangemi plays a central role in establishing and communicating the Company’s goals and strategies while also carrying out many critical leadership functions in our day-to-day operations. Mr. Cangemi frequently meets and confers with Mr. Dahya and other members of the Board of Directors, whose expertise and counsel provide for a sound and effective governance framework. As Chairman of the Board, Mr. Cangemi presides at all Board meetings, having no greater nor lesser vote on matters considered by the Board than any other director and sharing the fiduciary obligations of all our directors to serve the best interests of our shareholders.

Some of the respective duties and responsibilities of the Chairman and Presiding Director include:

Committee Chairs – All of the Company’s Board Committee chairpersons are independent and are appointed annually by the Board. They approve agendas and materials for their respective committee meetings and serve as the liaisons between committee members and the Board and between committee members and senior management.

Management of risk is important to the success of our operations and business strategies and our Board devotes significant attention to the oversight of risks inherent in our banking business, including, but not limited to, information security risk, credit risk, model risk, interest rate risk, liquidity risk, operational risk, strategic risk, compliance risk and reputational risk.

The Board reviews the key risks associated with the Company’s strategic plan annually and regularly throughout the year as part of its consideration of the strategic direction of the Company as well as reviewing the output of the Company’s risk management processes each year and reviewing risks associated with specific business units and corporate functions.

While the Board of Directors as a whole is responsible for risk management oversight, management is responsible for the day-to-day management of the risks faced by the Company. As part of our risk oversight processes, our Chief Risk Officer reports to the Risk Assessment Committee; the Chairman of the Board’s Risk Assessment Committee meets regularly with management to discuss the risks facing the Company and strategies to address these risks; and senior members of management attend Board meetings and are available to address questions or concerns raised by the Board on risk management and other matters.

In carrying out its responsibilities in this area, the Board has delegated important duties to its committees. The Risk Assessment Committee has responsibility to oversee the functioning of the Company’s enterprise risk management program and to ensure that risk is appropriately identified, measured, mitigated, monitored, and reported within approved governance structures. Among its duties, the Risk Assessment Committee reviews with management Company policies regarding risk assessment and management of risks that may be material to the Company, the Company’s system of disclosure controls and system of internal controls over financial reporting, the Company’s governance structure and processes, related person transactions, certain compliance issues and Board and committee structures, and the Company’s

compliance with legal and regulatory requirements. The Chairman of the Risk Assessment Committee is independent and the Nominating and Corporate Governance Committee of the Board has determined that he has the requisite risk experience for such position as required under the Dodd Frank Act’s Enhanced Prudential Standards for large banks.

Our management devotes significant time and attention to protecting the information we maintain, including our customer’s sensitive information, and the Board of Directors requires regular reporting regarding our information security controls. Information security breaches and other cybersecurity events can lead to significant financial losses and reputational harm to a breached company, and information security, including cybersecurity, is a high priority for our Company. The Board’s Risk Assessment Committee is actively involved in oversight of the Company’s cybersecurity risks, remaining actively engaged in overseeing the Company’s processes for identifying, assessing, monitoring, and managing cybersecurity risk. Accordingly, we continue to develop policies and utilize technology to protect our information and that of our customers from cyberattacks or other corruption or loss. Our Chief Information Security Officer is responsible for developing, implementing, and maintaining an effective information security program, which includes a multitude of techniques to secure our operations and proprietary information, such as the performance of risk assessments for the purpose of identifying and documenting risks and mitigating controls, network monitoring, access controls, and utilization of dedicated security personnel and consultation with third-party experts when necessary. The Chief Information Security Officer provides regular and, when appropriate, operational reports to the Risk Assessment Committee and information security training to all Board members.

The information security program is subject to independent testing and relies upon the Federal Financial Institutions Examination Council’s Cybersecurity Assessment framework to gauge the program’s maturity level, New York State Department of Financial Services information security regulations, and other evolving standards. The Board, directly and through the Risk Assessment Committee, actively oversees management’s efforts to maintain and enhance our cybersecurity practices, reviewing and approving information security policies and programs, including those relating to cybersecurity, security risk assessment, security strategies, disaster recovery, business continuity, and incident response plans. The Chief Information Security Officer conducts training and awareness programs for the Board to ensure that the Board remains aware and informed of information security incidents and response plans.

The Audit Committee is responsible for overseeing the Internal Audit Department’s testing of the design and operational effectiveness of our cybersecurity controls and for monitoring our cybersecurity program under the Audit Committee’s risk oversight responsibilities as it relates to financial controls. Regular reporting on cybersecurity is provided to both the Risk Assessment and Audit Committees as well as the Board.

The Audit Committee serves a key role in managing our risk through oversight of the external and internal audit functions, which test the adequacy of internal controls and the financial reporting process. The Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, other financial matters, certain compliance issues, and accounting and legal matters.

Finally, the Compensation Committee has responsibility for overseeing certain risks in the Company’s incentive compensation practices and has authority to conduct annual reviews of such compensation arrangements and practices to ensure that they do not encourage inappropriate risk-taking. The Compensation Committee also oversees succession planning for possible successors to the positions of Chief Executive Officer and Chief Operating Officer and planning for other key senior management positions. The Compensation Committee receives regular reports concerning the Company’s incentive compensation programs and has concluded that the Company’s current compensation arrangements do not encourage inappropriate risks.

In performing these risk oversight functions, the Risk Assessment, Audit, and Compensation Committees of the Board each have full access to management in the Enterprise Risk Management and Internal Audit areas and in other first and second line functions within the Company, as well as the ability to engage advisors. Each committee reports to the full Board and works with all members of the Board to fulfill risk oversight objectives.

During 2021, the Board continued to ensure effective oversight of the Company’s management of the COVID-19 crisis and its resulting risks encompassing all aspects of the Company’s operations and stakeholders. In responding to the continuing crisis, the Board’s oversight included management of risk associated with the health and safety of our customers and employees, provision of financial support to our customers and communities, the administration of the U.S. government’s Paycheck Protection and Small Business Administration programs, management of human capital, supply chain, fraud, cyber and technology, and capital allocation and management. Throughout this crisis, management has continued to conduct regular COVID Resiliency Team meetings to address operational risks and weekly COVID Lending Team meetings at which lending department personnel and other members of senior management reviewed and addressed the pandemic’s impacts to our borrowers. The Chief Risk Officer is a member of both teams.

Additionally, key members of management maintained regular dialogue with members of our Board and regular reporting to the Risk and Audit Committees, as well as the whole Board, regarding various operational, lending, other issues and actions related to the pandemic and the Company’s response. We continue to maintain enhanced risk monitoring and reporting relating to the ongoing COVID pandemic.

The entire Board reviews and approves, on an annual basis, all significant policies that address risk within our consolidated organization, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, and reputational risk. The Board monitors risk through, among other things, reports received on a monthly or more frequent basis from management.

Majority Voting in Director Elections – Our Certificate of Incorporation requires that nominees for Director in uncontested elections receive a majority of the votes cast in respect of their election as directors. If an election is uncontested, each of our director nominees has agreed to tender his or her irrevocable contingent resignation if he or she is not elected by a majority of votes cast by shareholders. The Board’s Nominating and Corporate Governance Committee will promptly consider the director’s resignation and recommend to the Board whether to accept or reject the resignation. Our Board will act on the Nominating and Corporate Governance Committee’s recommendation within ninety days of the applicable shareholder meeting and will then publicly disclose its decision.

Shareholder Rights Plan – We do not have a shareholder rights plan and are not currently considering adopting one.

Corporate Governance Guidelines – Our Corporate Governance Guidelines formalize certain of the Company’s and the Board of Directors’ existing governance policies and practices with respect to board membership; leadership; roles, procedures and practices; committees; and executive officer evaluations, compensation and succession and also address the new governance policies discussed below. These Corporate Governance Guidelines are available on the Company’s website (www.myNYCB.com) under Investor Relations.

Board Self-Evaluations – The Board of Directors annually assesses its effectiveness and the effectiveness of its committees. The independent Presiding Director coordinates the evaluation of the Board as a whole and its committees.

Proxy Access – Our amended and restated Bylaws permit a shareholder, or a group of up to 20 shareholders, that owns three percent or more of the Company’s common stock continuously for at least three years, to nominate and include in the Company’s proxy materials candidates for election as directors. Such shareholder(s) or group(s) of shareholders may nominate up to the greater of two individuals or 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the eligibility, notice, and other requirements specified in the Bylaws.

Code of Business Conduct and Ethics – The Company maintains a Code of Professional Conduct, applicable to all Company and Community Bank employees, which sets forth requirements relating to ethical conduct, conflicts of interest, and compliance with the law. The Code of Professional Conduct requires that the Community Bank’s employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in the Company’s and the Community Bank’s best interests. The CEO, Chief Operating Officer, and Chief Financial Officer are bound by the Code of Professional Conduct as well as our Code of Business Conduct and Ethics for the CEO, Chief Operating Officer, and Chief Financial Officer. Copies of both Codes, which also apply to the directors of the Company, are available, free of charge, on the corporate governance pages of the Investor Relations portion of our website, www.myNYCB.com, and are available in print to any shareholder who requests a copy.

Stock Ownership Policy – The Company maintains a Stock Ownership Policy which is intended to align the interests of senior executives and non-executive directors of the Company with the interests of the Company’s shareholders, and to support sound risk management by requiring each of them to attain and maintain a target level of stock ownership. The target level of stock ownership in the Company that each must attain and maintain shall differ depending on the applicable officer’s or director’s category and is expressed, for the year being measured, as a multiple of annual base salary for executives and as a multiple of annual retainer for non-executive directors. For the CEO, the multiple is six times base salary, for senior executives (including the NEOs), the multiple is four times base salary, and for the non-executive directors, the multiple is five times the annual retainer exclusive of any compensation for committee fees, meeting fees, and leadership roles.

Executive Sessions of the Board – In 2021, the Board met 15 times in executive session with the CEO and COO present and, in keeping with the Company’s Corporate Governance Guidelines, met four times in executive session with no members of management present.

Board Diversity and Tenure – The Nominating and Corporate Governance Committee has a commitment to diversity, and is guided by the Company’s diversity philosophy in its review and consideration of potential director nominees. In this regard, the Board and the Committee view diversity holistically. As required under the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee has adopted criteria to be used in evaluating candidates for Board membership, under which the Board and the Committee consider:

The Board of Directors has directed that the Nominating and Corporate Governance Committee seek to add qualified members who represent diverse backgrounds, including women and candidates who, among other things, are from racial minority communities. The Board expects that, as changes occur in its membership – including as part of the planned Flagstar Bancorp merger – the Nominating and Corporate Governance Committee will bring forward nominees representing such diverse backgrounds. In accordance with the Flagstar Bancorp merger agreement, the Company has agreed to add four of Flagstar’s Board members to the Board following consummation of the merger. Such additions may result in greater diversity on our Board and, in any event, the Nominating and Corporate Governance Committee will make it a priority to seek out candidates who can help the Company achieve this goal going forward.

Under the Flagstar Bancorp merger agreement, we have agreed to amend our Bylaws, effective as of the effective time of the merger, to fix the size of the Company’s Board of Directors at 12 directors, of which (i) 8 directors will be directors of the Company immediately prior to the effective time, which will include the Chief Executive Officer of the Company immediately prior to the effective time, Robert Wann, Hanif Dahya, who will serve as the Presiding Director, and such other directors as determined by the Company and (ii) 4 directors will be directors of Flagstar immediately prior to the effective time, which will include the Chief Executive Officer of Flagstar immediately prior to the effective time, who shall serve as the non-Executive Chairman of the Board of Directors, David Treadwell, who will serve as the Risk Assessment Committee Chairman, and such other Flagstar directors as mutually agreed to by Flagstar and the Company, who shall be independent of the Company in accordance with applicable stock exchange standards.

Board Development Subcommittee – In 2021, the Nominating and Corporate Governance Committee of the Board established a subcommittee, chaired by Nominating and Corporate Governance Committee Chairwoman Leslie Dunn, to identify, assess, and make recommendations regarding new prospective candidates for membership on the Company and New York Community Bank Boards. The subcommittee engaged and continues to work with a leading search firm to identify eligible candidates having characteristics and skillsets essential for prospective Board members, with a focus on finding qualified candidates who can fulfill the Board’s commitment to pursuing diversity as represented by age, gender, ethnicity, professional background and other considerations at every level of the Company and New York Community Bank, including at the Board level. In the 12 months since its formation, the subcommittee’s efforts have yielded positive results with the Board electing Marshall J. Lux as its newest member and appointing Mr. Lux to the Audit and Risk Assessment Committees of the Board.

The Board has not established any specific minimum qualification standards for nominees to the Board and evaluates each individual in the context of the Board as a whole, with the objective of recommending a group of directors who will best enhance the Company’s success and represent shareholder interests through the exercise of sound judgment and the application of its diversity of experience. In determining whether to recommend a director for re-election, the Committee also considers the director’s past attendance at meetings and participation in, and contributions, to the activities of the Board. In addition, the Committee considers whether the Board has specific needs for certain skills or attributes at a given time (for example, financial or chief executive officer experience). Other criteria for Board membership are set forth in the Company’s Corporate Governance Guidelines and Nominating and Corporate Governance Committee Charter, copies of which are available, free of charge, on the corporate governance pages of the Investor Relations portion of our website, www.myNYCB.com, and are available in print to any shareholder who requests a copy.

Our Board believes that director tenure, like other governance policies and structures, should be tailored to the Company’s unique governance needs and challenges. Long-tenured directors can offer significant benefits in the governance of the Company due to the deep knowledge of our business and functioning they acquire through years of service. They provide continuity and stability at the highest governance level, as well as historical perspectives that are indispensable in determining the Company’s strategic vision. Long-tenured directors maintain significant institutional knowledge and offer stability. In addition, due to their historical knowledge of the Company, long-tenured directors can be particularly well suited to exercise Board-level influence and to provide an effective challenge mechanism when required. Over the course of time, in addition to their stature, long-tenured directors develop important working relationships with other Board members and management, resulting in effective collaboration in carrying out the Company’s objectives and management oversight.

Our Bylaws provide that, unless otherwise determined by a majority of the disinterested members of the Board, no person may be elected, appointed, or nominated as a director after December 31 of the year in which such person attains the age of 80. Based upon, among other things, the significant experience, knowledge, and value they offer the Board, the Board has previously and unanimously determined to exempt certain members from this retirement age requirement.

The Board conducts its business through periodic meetings and through the activities of its committees. In 2021, the Board held 12 regular monthly meetings, three special meetings, and the various standing committees of the Board met another 34 times, for an aggregate of 49 meetings. All incumbent directors of the Company attended at least 75% of the aggregate number of meetings of the Board and committees on which such directors served during fiscal year 2021. Board members are expected to make reasonable efforts to attend all Board meetings and all meetings of the Board committees on which they serve. Absences are excused only for good cause.

The Board has four standing committees as follows: (i) Audit Committee, (ii) Compensation Committee, (iii) Nominating and Corporate Governance Committee, and (iv) Risk Assessment Committee. Each committee has a written charter adopted by the committee and ratified by the Board, which contain detailed lists of the respective Committees duties and responsibilities. Charters for the Audit, Compensation, and Nominating and Corporate Governance Committees can be found on the Investor Relations portion of the Company’s website at www.myNYCB.com, and are available in hardcopy to any shareholder who requests them. Each member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee has been determined by the Board to be independent for purposes of the NYSE corporate governance listing standards and within the meaning of regulations of the SEC.

The following table presents the membership of our Board members on the various Board committees as of April 5, 2022:

The Board and Board Committees met numerous times throughout 2021:

A description of the nature and purpose of each of the Board committees follows.

In addition to the above described committees of the Company Board, the Community Bank Board maintains a committee with important oversight responsibilities for the Community Bank’s lending functions: the Credit Committee of the Community Bank Board (formerly the Mortgage and Real Estate Committee and the Commercial Credit Committees) serves important governance functions in the lending businesses of the Company. The multi-family, commercial real estate, commercial and industrial, and other non-residential loans we originate all are made in accordance with loan underwriting policies and procedures approved by the Committee, which maintain active oversight of management’s loan origination, servicing, and collections processes. Committee members, who have significant experience in real estate businesses as well as real estate and other lending, apply their knowledge and expertise in key policy and risk-management decisions relating to these core business areas.

The Credit Committee of the Community Bank Board was formed in July 2021 after the Community Bank Board approved the merging of the former Mortgage and Real and Commercial Credit Committees. The authority of the Committee includes, among other things, oversight regarding the administration and implementation of loan policies, credit management policies and procedures, lending activities of the Bank’s specialty finance company subsidiary which originates asset-based loans, dealer floor-plan loans, and equipment loans and leases, oversight regarding the administration and implementation of commercial and industrial loan policies, review of the risks associated with loans approved by management, and the delegation of credit authority. Each member has expertise in relevant areas of commercial and residential real estate lending, commercial and industrial lending, lending risk, and the business of financial institutions.

The members of the Credit Committee are Messrs. O’Donovan (Chair), Cangemi, Ciampa, Dahya, Rosano, and Savarese. The Credit Committee met 5 times in 2021. Prior to the consolidation of the former Mortgage and Real Estate and Commercial Credit Committees, the Mortgage and Real Estate Committee met 29 times in 2021 and the Commercial Credit Committee met 30 times in 2021.

The Board of Directors expects all directors to attend the Annual Meeting of Shareholders. All of the then-serving Board members attended the Annual Meeting of Shareholders held on May 26, 2021. Because the meeting was held in a virtual format, all Board members attended telephonically.

Shareholders and other parties interested in communicating directly with the Company by directing correspondence to any of the individuals listed on the following page. Letters addressed to the Presiding Director will be opened by the Company’s Corporate Secretary, who will review them and forward a summary of such correspondence to the Presiding Director and, if applicable, the Board. If the Corporate Secretary determines that an item of correspondence relates to the functions of the Board or its committees, or otherwise requires their attention, he will direct the item itself to the Presiding Director or other Board members. Directors may at any time review a log of all correspondence received by the Company that is addressed to the Presiding Director as provided above, and request copies of any correspondence.

How to contact us:

It is the policy of the Nominating and Corporate Governance Committee to consider director candidates who appear to be qualified to serve on the Board and who are recommended by shareholders. The Nominating and Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and if the Nominating and Corporate Governance Committee does not perceive a need to increase the size of the Board. To avoid the unnecessary use of its resources, the Nominating and Corporate Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below. To submit a recommendation of a director candidate to the Nominating and Corporate Governance Committee, a shareholder should submit the following information in writing, addressed to the Chairman of the Nominating and Corporate Governance Committee, care of the Corporate Secretary, at the main office of the Company:

In order for a director candidate to be considered for nomination at the Company’s Annual Meeting of Shareholders, the recommendation must be received at the principal executive office of the Company not less than 90 days prior to the date of the meeting; provided, however, that in the event that less than 100 days’ notice or prior disclosure of the date of the annual meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.

Under the proxy access provisions of our Bylaws, eligible shareholders and/or shareholder groups were permitted to include shareholder-nominated director candidates in our proxy materials for the 2022 annual meeting of shareholders. No such proposals were received. For details about the process to include shareholder-nominated director candidates in our proxy materials, please see Additional Information – Proxy Access Nominations and refer to Article I, Sections 6, 7, and 8 of our Amended and Restated Bylaws. A copy of the Amended and Restated Bylaws of the Company are available, free of charge, in print to any shareholder who requests a copy.

The following table sets forth, as of April 5, 2022, the names of the nominees, continuing directors, and executive officers of the Company, their ages and, as applicable, the year in which he or she became a director and the year in which his or her term (or in the case of the nominees, their proposed terms) as director of the Company expire. The table also sets forth the amount and percentage of Common Stock beneficially owned by each director, by each named executive officer (as defined on page 25), and by all directors and executive officers as a group as of April 5, 2022.

Reflecting the Committee’s continuing oversight of our executive pay programs, the 2021 Short-Term Incentive Plan (“STIP”) was subject to significant revisions in 2021. Most notably, the Committee determined that, for an annual incentive plan, evaluating the Company’s annual performance on a percentile basis relative to a peer group did not provide a consistent measure of performance. Accordingly, the Company placed the STIP financial metrics on an absolute basis relative to the Company’s board-approved annual budget projections. The 2021 STIP carried over the budget operating earnings metric from the 2020 STIP with a 50% weighting and converted the return on average assets metric to a budget-based target with a 25% weighting. The Committee also determined that financial metrics, standing alone, did not provide a complete picture of the Company’s annual performance and that the addition of a “scorecard” to capture a range of strategic and qualitative factors would contribute to a more holistic assessment of annual performance. The scorecard factor was assigned a 25% weighting. The financial metrics and scorecard results uniformly exceeded the stretch goal, resulting, with one exception, in STIP awards at the stretch level. The Committee adjusted Mr. Wann’s award to the target level based on certain changes in the scope of his job responsibilities during 2021. For a detailed discussion of award determinations under the 2021 STIP, see, “Elements of Compensation” below and “Executive Compensation Tables – “Summary Compensation Table” and the related tables that provide specific information on awards.

Our NEOs received equity awards at target under each of the components of our 2021 Long-Term Incentive Plan (“LTIP”) program: (i) a time-based vested restricted stock award (“RSA”) with a value equal to 25% of each NEO’s total LTIP opportunity at target and (ii) an award of performance-based restricted stock units (“PBRSUs”) with a value equal to 75% of each NEO’s total LTIP opportunity at target. For the performance-based award, the Committee selected two metrics – average return on tangible common equity (“ROATCE”) and relative earnings per share (“EPS”) growth – for the 2021-2023 performance period. The Company’s performance with respect to these metrics will be evaluated at the end of the three-year performance period on a percentile ranking basis relative to an industry index consisting of banks with assets between $25 billion-$250 billion selected from the KBW Regional Bank Index and the KBW Banking Index. Each performance metric has an equal weighting and the result for each metric contributes separately to the determination of the actual award, if any, at the end of the performance period. The number of shares that may be issued under the PBRSUs at settlement is subject to adjustment based on the performance period results.

As disclosed in our 2021 annual meeting proxy statement, Messrs. Cangemi and Pinto received a one-time grant of restricted stock in connection with their promotions and appointment to their present positions. The awards vest over five years.

Finally, in March 2022, the Committee authorized the settlement of PBRSU awards for the 2019-2021 performance cycle at 75% of target.

Our approach to executive compensation is reflected in five guiding principles that determine the structure of our executive compensation methodology:

We are pleased that 94.4% of the votes cast on our say-on-pay advisory vote at the 2021 Annual Meeting were in favor of our executive compensation program, which represents an affirmation of the changes we have made to our executive pay program since the 2018 say-on-pay vote. The Committee continues to work diligently to ensure that our executive incentive compensation program is consistent with our philosophy, market and best practices and the feedback we receive from our shareholders. The Committee will continue to monitor the results of the say-on-pay vote to ensure continued support for our incentive pay program among our shareholders.

Shareholder engagement is a continuous process for our Board and executive management. Our dialogue with shareholders is a critical element in the evaluation of our executive compensation program and corporate governance practices. We take the shareholder engagement process seriously, and take action based on the feedback that we receive. We recognize that accountability to our shareholders is the cornerstone of sound corporate governance and essential to the attainment of our business objectives. The Compensation Committee considers feedback received from shareholders and carefully reviews assessments from Institutional Shareholder Services, Glass Lewis, and other external sources.

As part of our shareholder engagement program each year the Board and management contact the Company’s largest shareholders – generally representing more than 44% of shares outstanding – and requested that they participate in governance outreach calls with members of our Board of Directors. Participation by the shareholder representatives is voluntary and in some years many have expressed the view that individual governance meetings are not necessary. Accordingly, our engagement with shareholders principally involves meetings, virtual conferences, and telephone calls with shareholder representatives by members of the Company’s senior executive management – principally CEO Cangemi and CFO Pinto. During 2021 and in the months prior to the release of this proxy statement in 2022, our larger shareholders indicated positive views about the Company’s performance and expressed that they did not desire an in-person or virtual meeting with management for the current annual proxy reporting period. Over the same period, our CEO and/or CFO participated in 13 industry and four NDR investor meetings. In shareholder meetings held after the public release of our 2021 annual proxy statement last spring, we received further confirmation that shareholders acknowledge and appreciate the evolution of our executive pay program to a structure that improves the alignment of pay and performance. Shareholders encouraged the Committee to continue to monitor peer programs and industry best practices and adjust the program as necessary to ensure consistency with these benchmarks. Our 2021 executive pay program reflected our efforts to improve our alignment with peer and industry practices.

The Company delivered record financial results in 2021, and we successfully executed on significant strategic objectives. Despite the persistence of a difficult operating environment in 2021, we again delivered double digit EPS growth, a stable margin, and strong loan growth.

Perhaps the most noteworthy event in 2021 occurred when we entered into our definitive merger agreement with Flagstar Bancorp, Inc. (“Flagstar”). We believe that the Flagstar acquisition will be transformative for the Company, accelerating our transition to a dynamic commercial banking organization. Our transaction with Flagstar will create a top-tier regional bank with the potential for strong capital generation, strong deposit growth opportunities and a diversified revenue stream.

In 2021, we also took a significant step forward toward meeting a key strategic goal when we entered into our partnership with Figure Technologies, Inc. (“Figure”). Our alliance with Figure and other developing fintech relationships is part of a larger strategic plan that will enable the Company to offer our customers a robust digital banking platform and enhance our Banking as a Service (“BaaS”) capabilities. We are particularly excited by the progress we are making toward the use of blockchain technology in financial transactions, our leadership roles in a consortium of banks that is developing blockchain solutions for real-time bank transactions, and by several of our BaaS initiatives.

As the COVID pandemic continued during 2021, we maintained our flexible approach to business operations with the primary goal of maintaining a safe environment for customers and employees. Our back office personnel transitioned to work-from-home status as conditions warranted and, as conditions improved, we were able to return a significant percentage of our employees to a safe office environment.

All decisions on executive compensation are made within the context of a strong governance framework that helps ensure that the outcome is consistent with our compensation philosophy, the creation of shareholder value, and the safety and soundness of our banking operations. To that end, we use the following principles to guide the development and implementation of our executive compensation program:

Our Compensation Committee, all the members of which are independent directors under NYSE listing standards, makes decisions on the compensation of our NEOs. This responsibility is discharged within the framework of a formal committee charter, which delegates a wide range of strategic and administrative issues to the Committee. Key among the Committee’s tasks is the development of, and monitoring of adherence to, the Company’s executive compensation philosophy. In addition, the Committee is responsible for ensuring that our plans and programs comply with all regulatory directives, including consideration of the risk profile of our compensation programs to ensure that such programs do not encourage unnecessary risk taking by participants. Finally, the Committee is charged with the annual administration of our senior executive incentive compensation program, including the development of plan design, the selection of performance metrics, the designation of specific performance goals and award opportunities, and the certification of performance results. See, “Board Committees- Compensation Committee,” for a detailed discussion of the Committee’s responsibilities and membership. The Committee’s charter is posted on the corporate governance pages within the Investor Relations portion of our website at www.myNYCB.com.

The Committee met seven times in 2021, each time including discussions in executive session without management present.

The Committee reviews the compensation of each NEO annually to evaluate whether the executive’s pay level is consistent with our compensation philosophy, risk profile, and the performance of both the Company and the individual, and whether market practices dictate an adjustment in the form or level of the executive’s compensation. As part of this annual review, the Committee considers the executive’s individual contributions to the financial success of the Company, management of subordinates, contribution to safety and soundness objectives, and their long-term potential as a senior executive.

The Committee does not delegate any substantive responsibilities related to the determination of compensation for our NEOs, and the Committee members exercise their independent judgment when they make executive compensation decisions.

The Compensation Committee meets throughout the year and every meeting typically includes discussion of executive pay matters. In the fourth quarter and the first quarter of the new year, the Committee meets to consider the results of the prior annual shareholder meeting, including the say-on-pay vote and the analysis of proxy advisory firms. In addition, the Committee receives input from the independent compensation consultant on emerging industry trends and best practices for executive pay. The Committee typically reviews benchmarking data for NEOs and outside director compensation, followed by consideration of changes to NEO base pay and the compensation structure of outside director compensation. The Committee next reviews the prior year STIP and LTIP for senior management to determine whether changes to the program are warranted. This process typically takes several months and changes, if any, are usually approved in the March-April timeframe. During the same period, the Committee reviews the current peer group for financial and compensation purposes and makes revisions as necessary. In March, the Committee turns to the review and approval of awards under the prior year short- and long-term STIP and LTIP and, if applicable, the settlement of PBRSU awards for the three-year performance period ending with the prior year.

Although the Compensation Committee makes independent determinations on all matters related to compensation of the NEOs, our CEO provides the Committee with his evaluation of the other NEOs’ performance and makes recommendations regarding base salary and incentive compensation awards. However, the Committee has absolute discretion to accept, reject, or modify the CEO’s recommendations. Our CEO plays no role in, and is not present during, discussions regarding his own compensation or final decisions of the Committee regarding compensation of the other NEOs.

The Compensation Committee has retained Meridian Compensation Partners LLC (“Meridian”) as an independent compensation consultant. Meridian works with the Committee to review our executive compensation program and assess our program relative to our performance and the market. Meridian attends Committee meetings as requested and participates in general discussions regarding executive compensation matters. While the Committee considers input from Meridian, the Committee’s decisions are the product of many factors and considerations. Management works with Meridian at the direction of the Committee to develop materials and analyses that are critical to the Committee’s evaluations and determinations. Such materials include competitive market assessments of NEO compensation and guidance on best practices, regulatory and legal developments. Meridian also helps the Committee to identify an appropriate peer group and annually provides the Committee with comparative financial information for the peer group to establish and approve award levels under the Company’s incentive compensation program.

Meridian coordinates with the Chair of the Committee and participates with members of the Committee in executive session (without management personnel present) to discuss compensation matters. Meridian does not provide other services to the Company and has no direct or indirect business relationships with the Company or its affiliates. The Compensation Committee has considered Meridian’s independence for the 2021 fiscal year and whether its work raised conflicts of interest under the NYSE listing standards. Considering these factors, the Committee determined that the work performed by Meridian did not create any conflict of interest and that Meridian is independent of the Company’s management.

An important element of our compensation philosophy is the analysis of our executive compensation structure and financial performance relative to a peer group of similarly sized, publicly traded financial institutions. The peer group is a key reference point as the Committee considers whether the executive pay program has achieved a proper alignment of pay and performance and how the program positions the Company among peers in the race to attract and retain top talent. Our peer group is selected with the assistance of our independent compensation consultant based on objective criteria. We consider factors such as their business footprint, business mix, how they compare to the Company in terms of asset size, revenue, market capitalization, and their status as a competitor for customers, executive talent, and investment capital. The peer group is reviewed annually, and changes periodically as a result of the Company’s growth, industry consolidation, and changes in a peer company’s business focus or condition. We believe the 21 banks included in the 2021 peer group, which was unchanged from the 2020 peer group, are generally reflective of the Committee’s consideration of these factors. Certain peer institutions, such as SVB Financial Group, First Republic Bank and CIT Group, were excluded from the peer group due to significant differences in their business model. In addition, certain banks in the asset range from $20-$30 billion were excluded based on their size relative to the Company.

The Committee will continue to assess the universe of financial institutions to evaluate possible candidates for inclusion in the peer group. We anticipate that, following the closing of the Flagstar transaction, the peer group will be revised to reflect the combined bank’s greater size, diversified business mix and geographic footprint.

The 2021 peer group included the following 21 financial institutions:

Our NEOs receive annual performance assessments following a process established by the Compensation Committee. Our CEO provides the Committee with an assessment of the other NEOs, and the Committee, in turn, provides our CEO with an assessment of his performance and considers the CEO’s evaluation of his direct reports. While the scope of the assessment may vary from year to year, the focus of the Committee’s review is on whether the executive is meeting the functional responsibilities of the position.

On an annual basis, the Compensation Committee establishes a target pay mix for each NEO that ensures that the largest part of each NEO’s annual compensation is at risk and depends on the level of attainment of specific performance objectives. In 2021, over three-quarters of our CEO’s compensation, at the target level, was directly linked to the performance of the Company. The following charts classify the sources of NEO compensation in 2021 based on the target pay mix established by the Committee:

As disclosed in our 2021 annual meeting proxy statement, in connection with the appointment of Mr. Cangemi as President and Chief Executive Officer and Mr. Pinto as Chief Financial Officer, the Compensation Committee adjusted the base salary for each executive to $1,150,000 and $700,000, respectively. The adjustments were based on market data presented by the Committee’s independent compensation consultant and the Committee’s consideration of the appropriate positioning of each executive relative to the base compensation of other members of the Company’s senior management team. The Committee also considered the effect of the base salary adjustments on incentive plan opportunities for each executive. Mr. Wann’s base salary was maintained at the 2020 level. The 2021 salaries for Mr. Adams and Mr. Quinn were set as part of the Company’s annual review of officer base salaries but it is anticipated that, in future years, the Committee will conduct the annual review of all NEO base salaries. The Committee also considered the effect of base salary adjustments on incentive plan opportunities for each NEO.

Our 2021 executive incentive compensation program was maintained under applicable provisions of our 2020 Omnibus Incentive Plan (“2020 Plan”) which was approved by shareholders in 2020. In 2021, our executive incentive compensation program had two components: (i) a short-term performance-based cash award opportunity and (ii) a long-term performance-based award opportunity consisting of an award of PBRSUs (75% of the total award at target) that are earned over a forward-looking performance period (2021-2023) and an RSA (25% of the total award at target) that vests over three years.

The following provides a summary of the key provisions of our 2021 STIP:

For the first time in 2021, the STIP included a strategic/qualitative component weighted at 25% of the total award computation. The Committee determined that this component provided insight to performance factors that were not captured by the designated financial metrics. Specifically, the scorecard provided the Committee with an opportunity to evaluate the Company’s progress toward the attainment of specific business strategies and priorities and to consider other qualitative factors that are indicators of the Company’s performance. The scorecard factors were not specifically tied to a NEO’s individual performance or specific contribution in any specific category. Rather, the scorecard was intended to provide a more holistic assessment of the Company’s performance. The Committee did not assign a specific weight to any scorecard items. The specific factors considered by the Committee are identified in the chart below referencing “Significant Considerations Identified by the Compensation Committee.”

The following table shows the Company’s actual 2021 results with respect to the two designated financial metrics and the strategic/qualitative scorecard factors (as detailed in the next following chart). With respect to each metric and the scorecard, the Company’s performance was above the stretch level.

The following table identifies the assessment categories included in the strategic/qualitative Company Scorecard and the significant considerations identified by the Committee in each category:

The following table shows actual awards under the 2021 STIP based on performance relative to the designated metrics and taking into account the Committee’s assessment of results under the strategic/qualitative scorecard. With respect to the financial metrics, the Company registered strong numbers for operating earnings (50% weighting) and ROATA (25% weighting), resulting in award opportunities at the stretch level. As permitted by the STIP, the Committee authorized the adjustment of both metrics to exclude certain expenses related to the Flagstar transaction. Overall, the

Committee concluded that the migration away from the use of relative metrics (i.e., metrics that consider the Company’s percentile ranking relative to the peer group) in prior STIPs to the full use of budget-based, absolute metrics in the 2021 STIP supported a better alignment of annual incentive pay and annual performance. In addition, the Committee indicated that the addition of a strategic/qualitative scorecard provided an important new dimension to the STIP by providing the Committee with an opportunity to take a broader view of Company performance and, in particular, to gauge progress toward strategic objectives.

The Committee further commented that the 2021 STIP results were also supported by the superior individual performance of each NEO. The Committee made one change to the actual awards in the case of Mr. Wann, adjusting his award to the target level. The Committee noted that, subsequent to the adoption of the 2021 STIP, the reorganization of certain internal functions and reporting lines by the Company’s new CEO somewhat reduced the scope of the COO role. The Committee considered these changes to Mr. Wann’s responsibilities and adjusted his award accordingly, stating that, notwithstanding the adjustment, Mr. Wann’s 2021 performance was exemplary.

The following provides an overview of the key features of the 2021 LTIP and provides insight into factors considered by the Committee in developing the plan design:

The 2021 LTIP grant consisted of two distinct components:

The following table provides detail on the PBRSUs awarded to each NEO at target under the 2021 LTIP. Each NEO received PBRSUs at the target level (which represents 75% of the total 2021 LTIP target opportunity as described above). The maximum award based on stretch level performance is 150% of the target award. The award at threshold performance is 50% of the target award. PBRSUs shown in the table are not guaranteed and will vest based solely on our performance results over the 2021-2023 performance period in accordance with the performance goals described in the preceding table.

Consistent with the provisions of the 2020 Plan, the PBRSU awards are subject to “double trigger” vesting if the awards are assumed by an acquirer following a change in control of the Company (as defined in the 2020 Plan). Accordingly, if the awards are assumed, the awards would vest at target if the executive’s employment is terminated without cause or the executive terminates employment for good reason (in each case, as defined in the 2020 Plan) during the two-year period following a change in control. If, however, the awards are not assumed by the acquirer, the awards

would vest based on actual performance through the change in control effective date or, if actual performance is not determinable, at target. The awards are forfeited upon the executive’s termination of employment prior to the settlement date, which occurs after the close of the performance period. The awards vest at target upon the executive’s termination of employment by reason of death or disability.

As disclosed in our 2021 annual meeting proxy statement, the Compensation Committee granted a one-time promotional award of restricted stock to Messrs. Cangemi and Pinto after they assumed their present positions. The basis for the award was the Committee’s intent to acknowledge the significance of their promotion for the Company and to provide a significant incentive for each executive to realize the Company’s strategic plan. The awards had a grant date value of $3,218,239 (Mr. Cangemi) and $1,050,733 (Mr. Pinto), and each award vests ratably over a five-year period. For additional information regarding the promotional grants, please see the section headed “Executive Compensation Tables – Summary Compensation Table.”

At a meeting held on March 22, 2022, the Committee determined that PBRSUs awarded to Messrs. Cangemi, Wann and Pinto for the performance period 2019-2021 were earned at 75% of the target award opportunity. Under the terms of the award, the Company’s EPS growth and average ROATCE over the performance period were evaluated on a percentile basis relative to the performance of a designated index group of financial institutions. Each metric was weighted at 50% of the total award and contributed separately to the determination of the final award. For each metric, the threshold award opportunity was set at the 35^th percentile, the target opportunity at the 55^th percentile and the stretch opportunity at the 75^th percentile. With respect to EPS growth, the Company ranked at the 75^th percentile (15% EPS growth over the performance period), resulting in stretch-level performance. With respect to ROATCE, the Company ranked at the 19^th percentile (12% average ROATCE over the performance period, resulting in performance below the required threshold level. Based on these results, the Committee set the earned award at 75% of the target opportunity, noting that, on a combined basis, only the EPS growth results contributed to the earned award and that the portion of the award tied to average ROATCE was forfeited. All awards were settled in shares of Company common stock as follows: Mr. Cangemi – 41,867 shares; Mr. Wann – 67,727 shares; and Mr. Pinto- 28,322 shares. Mr. Cangemi and Mr. Pinto were serving as Chief Financial Officer and Chief Accounting Officer, respectively, at the time the PBRSUs were granted. Mr. Adams and Mr. Quinn did not participate in the LTIP for the 2019-2021 performance period.

All of our NEOs have entered into employment agreements that provide severance benefits and benefit continuation in the event of their termination without cause or for good reason, disability, and upon termination in certain circumstances following a change in control. No severance benefits are payable if the executive is terminated for cause or upon the executive’s voluntary resignation without good reason (as defined in the agreement). In the change-in-control context, the agreements are “double trigger” requiring both the occurrence of a change in control and the executive’s involuntary termination of employment or constructive termination for good reason. For additional information regarding the terms of these employment agreements, see the section headed “Executive Compensation Tables – Potential Post-Termination Payments and Benefits.” The Committee, with management support, has followed a policy that all new employment agreements for the senior executive group must reflect the following terms: (i) “double trigger” change in control benefits and (ii) no indemnification for golden parachute excise tax liabilities. The Committee believes that the employment agreements (i) will help retain the NEOs and facilitate an orderly transition during a change in control, (ii) will provide the NEOs with financial protection so they will continue to act in the best interests of the Company during the change in control process, and (iii) reflects an important element of a competitive compensation package for the NEOs.

We offer our employees a 401(k) plan with a “safe harbor” match that enables them to add to their retirement savings on a tax-favored basis. The Company previously maintained a separate tax-qualified Employee Stock Ownership Plan but, in December 2021, this plan was merged into the 401(k) plan. Certain NEOs are entitled to benefits at retirement under our tax-qualified, defined benefit pension plan and a related non-qualified excess benefits plan, both of which were frozen in 1999 and, following which, no additional annual benefits were accrued. For additional information regarding the supplemental retirement benefits plan, please see the section headed “Executive Compensation Tables – Potential Post-Termination Payments and Benefits.”

In addition to retirement programs, we provide our employees, including our named executive officers, with coverage under medical, dental, life insurance, and disability plans on the same terms as our general employee population. However, officers at the level of Senior Vice President or above typically receive life insurance coverage through our bank-owned life insurance program in lieu of group life coverage above $50,000. We also provide employees with access to a flexible spending account program to pay their share of the cost of such coverage on a pre-tax basis.

We provide our named executive officers with limited perquisites to further their ability to promote the business interests of the Company in our markets and to reflect competitive practices for similarly situated officers employed by our peers.

A central tenet of our compensation philosophy is to provide incentives that are consistent with prudent risk management while recognizing that some level of risk is inherent in the operation of our business. Our approach to risk management takes as a starting point the guidelines established by our bank regulators:

Our Compensation Committee monitors our incentive compensation programs periodically to ensure that the programs reflect a balanced mix of incentives that discourage unnecessary or excessive risk taking by our management team and by employees throughout the organization. The program is also subject to annual review by our Chief Risk Officer, and the Committee is periodically briefed on pertinent risk management topics by our Chief Risk Officer. An important element of our risk management process is the identification of the Company’s risk appetite, which establishes a baseline for the design of risk considerations under our incentive programs. We also maintain a comprehensive risk management process and strong internal controls to manage risk generally, an approach that limits the risk arising out of our incentive compensation program. Within the incentive programs, we incorporate performance measures that reflect an inherent sensitivity to risk. Based on our assessment, we do not believe that the risks arising out of our incentive compensation programs are reasonably likely to have a material adverse effect on the Company. We believe our programs are balanced and do not encourage excessive risk taking by the participants that could threaten the value of the Company. This determination is based on our consideration of (i) the Board’s role in establishing the Company’s risk appetite, (ii) the extensive controls we place on our business operations, and (iii) the nature of the specific incentive plans and programs we maintain.

Under the stock ownership policy, officers have five years from the point of initial service to meet the ownership guidelines. We count awards under our equity compensation program, stock previously allocated through our ESOP and shares acquired through our 401(k) plan toward the ownership guidelines. The Compensation Committee is charged with maintaining compliance with the stock ownership guidelines.

The Company maintains a formal recoupment or “clawback” policy that applies to both short- and long-term incentive awards made to our executive officers. Under our policy, the Company may recover or forfeit previously paid or awarded incentive compensation if the Compensation Committee determines that such compensation was paid on the basis of materially inaccurate financial metrics or financial statements, or if such compensation is attributable to actions on the part of an executive that result in, or are reasonably expected to expose the Company to, material actual or potential risk.

Our directors and officers are prohibited from hedging the value of our stock pursuant to a formal policy that bars the purchase and sale of puts, calls, options, or other derivative securities based on Company stock, or other transactions related to the monetization of the value of our stock. In addition, our officers and directors are not allowed to pledge Company stock as collateral or acquire Company stock on margin. Two pledging transactions entered into prior to the adoption of this policy in 2016 were grandfathered under the policy for the duration of the pledge obligation only.

In consultation with our advisors, we evaluate the tax and accounting treatment of each of our compensation programs at the time of adoption and periodically thereafter to ensure that we understand the financial impact of each program on the Company. Our analysis includes a detailed review of recently adopted and pending changes in tax and accounting requirements. As part of our review, we consider modifications and/or alternatives to existing programs to take advantage of favorable changes in the tax or accounting environment or to avoid adverse consequences. To the greatest extent possible, we structure our compensation programs in a tax efficient manner. Prior to January 1, 2018, Section 162(m) of the Internal Revenue Code generally disallowed a federal income tax deduction for compensation over $1 million paid for any fiscal year to the Chief Executive Officer and the three other highest paid executive officers other than the Chief Financial Officer unless the compensation qualified as “performance-based” for Section 162(m) purposes. Historically, our executive incentive plans were structured to satisfy the requirements of the “performance-based” exception under Section 162(m). However, for taxable years beginning on and after January 1, 2018, the Tax Cuts and Jobs Act of 2017 eliminated the “performance-based” compensation exception under Section 162(m), and expanded the $1 million per covered employee annual limitation on deductibility to cover all named executive officers. While the Company has sought to preserve deductibility of compensation paid to the named executive officers to the extent permitted by law, we have retained the flexibility to provide nondeductible compensation arrangements if we believe it is necessary to attract, incentivize, and retain key executives. We do not intend to change our pay-for-performance approach to awarding executive compensation even though the recent tax law changes eliminated the specific tax benefits under the prior law associated with awards of performance-based compensation.

The Committee typically makes equity awards to our senior management team in the March-April timeframe based on the LTIP program adopted for the prior year. Other employees are considered for equity awards in January. However, grants or awards may be made by the Committee or by the CEO for other Company personnel at other times during the year based on specific circumstances such as a new hire, a specific contractual commitment, or a change in position or responsibility. As a general matter, the Compensation Committee’s process is independent of any consideration of the timing of the release of material non-public information, including with respect to the determination of grant dates. Similarly, the Company has never timed the release of material non-public information with the purpose or intent of affecting the value of executive compensation. In general, the release of such information reflects long-established timetables for the disclosure of material non-public information such as earnings releases or, with respect to other events reportable under federal securities laws, the applicable requirements of such laws with respect to the timing of disclosure. The Company has not granted stock options since 2006.