DEF 14A of Flagstar Bank, National Association, Apr 30, 2026

DEF 14A of Flagstar Bank, National Association

Filed Apr 30, 2026 · FY20250000910073-26-000039

Open on EDGAR

  1. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 9, 2026

    | NAME | SHARES OF COMMON STOCK BENEFICIALLY OWNED(1)(2)(3) | STOCK OPTIONS EXERCISABLE WITHIN 60 DAYS | TOTAL BENEFICIAL OWNERSHIP | PERCENT OF CLASS | | Directors and Director Nominees: | | | | | | Milton Berlinski | 23,999 | — | 23,999 | * | | Alessandro P. DiNello(4) | 1,214,660 | 1,333,333 | 2,547,993 | * | | Alan Frank(4) | 44,572 | — | 44,572 | * | | Marshall Lux | 40,047 | — | 40,047 | * | | Eli H. Miller | — | — | — | * | | Steven T. Mnuchin(5) | 75,013,636 | — | 75,013,636 | 18.00% | | Joseph M. Otting | 291,874 | 5,000,000 | 5,291,874 | 1.26% | | Allen C. Puwalski | 34,856 | — | 34,856 | * | | Jennifer R. Whip | 49,377 | — | 49,377 | * | | NEOs Who Are Not Directors: | | | | * | | Lee M. Smith | 901,906 | 1,000,000 | 1,901,906 | * | | Bao Nguyen | 164,932 | 1,000,000 | 1,164,932 | * | | Kris Gagnon | 44,539 | 1,000,000 | 1,044,539 | * | | George Buchanan | 31,970 | — | 31,970 | * | | All directors and executive officers as a group (17 persons) | | | 90,545,200 | 21.42% |

  2. The Compensation Committee

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS(1) ($) | STOCK AWARDS(2) ($) | STOCK OPTIONS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL COMPENSATION ($) | | Joseph M. Otting Executive Chairman, President and CEO | 2025 | 1,250,000 | — | 3,000,000 | — | 3,375,000 | 30,500 | 7,655,500 | | | 2024 | 918,269 | — | — | 31,500,000 | 2,250,000 | 148,803 | 34,817,072 | | Lee. M. Smith Senior EVP/ Chief Financial Officer | 2025 | 700,000 | — | — | — | 1,050,000 | 43,309 | 1,793,309 | | | 2024 | 772,692 | — | 1,000,000 | 4,560,000 | 700,000 | 44,163 | 7,076,855 | | | 2023 | 900,000 | — | 1,125,006 | — | — | 562,985 | 2,587,991 | | Bao Nguyen Senior EVP/General Counsel and Chief of Staff | 2025 | 700,000 | 690,000 | 600,000 | — | 1,050,000 | 135,428 | 3,175,428 | | | 2024 | 449,615 | 125,000 | — | 4,560,000 | 700,000 | 13,800 | 5,848,415 | | Kris Gagnon Senior EVP/ Chief Credit Officer | 2025 | 700,000 | — | 600,000 | — | 770,000 | 10,012 | 2,080,012 | | George Buchanan Senior EVP/Chief Risk Officer | 2025 | 625,000 | — | 750,000 | — | 625,000 | 15,122 | 2,015,122 |

  3. Pay Versus Performance Relationship Disclosures

    Pay Versus Performance Relationship Disclosures In accordance with SEC rules, the following charts illustrate how the compensation actually paid of our NEOs aligns with the Bank’s financial performance as measured by total shareholder return ("TSR"), net income, and Diluted Earnings Per Share ("EPS"). Compensation Actually Paid compared to TSR: 35 TABLE OF CONTENTS

  4. Pay Versus Performance Relationship Disclosures

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS TO BE VOTED ON | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  5. Pay Versus Performance Relationship Disclosures

    Compensation Actually Paid compared to Net (Loss) Income: Compensation Actually Paid compared to Diluted EPS: 36 TABLE OF CONTENTS

  6. Pay Versus Performance Relationship Disclosures

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS TO BE VOTED ON | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  7. Pay Versus Performance Relationship Disclosures

    Proposal 1: Election of Directors All persons standing for election as directors were unanimously nominated by the Nominating and Corporate Governance Committee. No director nominee being nominated as a director is being proposed for election pursuant to any arrangement or understanding between any such director nominee and the Bank. Secretary Mnuchin and Mr. Miller were nominated to the Board by affiliates of funds managed by Liberty 77 Capital L.P. (the "Liberty Investors") to serve as a director on the Board pursuant to the Liberty Investors’ rights under the investment agreement, as amended, we initially entered into with the Liberty Investors on March 7, 2024. Mr. Berlinski was nominated to the Board by affiliates of funds managed by Reverence Capital Partners, L.P. (the "Reverence Investors") under the investment agreement, as amended, we initially entered into with the Reverence Investors on March 7, 2024.

  8. Pay Versus Performance Relationship Disclosures

    | The Board of Directors currently consists of nine members. Current Director Alessandro P. DiNello will not stand for re- election. All director nominees presently serve as directors of the Bank. Directors of the Board are each elected for one year terms. Directors serve until their successors are elected and qualified. | | The Board of Directors recommends that you vote “FOR” the election of each of the nominees named in this proxy statement. |

  9. Pay Versus Performance Relationship Disclosures

    The nominees proposed for election at this year’s Annual Meeting are Milton Berlinski, Alan Frank, Marshall Lux, Eli H. Miller, Steven T. Mnuchin, Joseph M. Otting, Allen C. Puwalski and Jennifer R. Whip. The Nominating and Corporate Governance Committee approved, and recommended to the Board of Directors, the director nominees standing for election at the 2026 Annual Meeting. All of the nominees proposed for election at the 2026 Annual Meeting are current members of the Board, and the Bank received no nominations from shareholders for the election of directors to the Board. In the event that any such nominee is unable to serve or declines to serve for any reason, it is intended that the proxies will be voted for the election of such other person as may be designated by the Nominating and Corporate Governance Committee. The Board has no reason to believe that any of the persons named will be unable or unwilling to serve. If a nominee is not elected by the requisite vote, he or she must tender his or her irrevocable contingent resignation, and the Board, through a process originated by the Nominating and Corporate Governance Committee, will decide whether to accept the resignation. It is intended that the shares represented by the

  10. Milton Berlinski

    Milton Berlinski BUSINESS EXPERIENCE: Mr. Berlinski in 2013 co-founded Reverence Capital Partners, L.P., a private investment firm focused on three complementary strategies: (i) financial services-focused private equity, (ii) opportunistic, structured credit, and (iii) real estate solutions. Reverence Capital Partners, L.P. manages in excess of $13 billion in assets under management and focuses on thematic investing in leading global financial services businesses. Mr. Berlinski co-founded Reverence Capital Partners, L.P. after concluding a 26-year career at Goldman Sachs. He joined Goldman Sachs in 1986 and served as a founding member of the Financial Institutions Group in Investment Banking, focusing on banks, consumer and commercial finance companies, asset management, insurance, and capital markets. Mr. Berlinski also served as Head of Strategy and Corporate Development both before and after Goldman Sachs’ IPO, assisting the firm’s Executive Office and division leaders to create and execute a strategy to build out Goldman Sachs’ global footprint. For the final 10 years of his Goldman Sachs tenure, Mr. Berlinski had global responsibility for coverage of the firm’s financial sponsor and hedge fund clients, overseeing a dramatic increase in revenue from the business and working alongside Goldman Sachs’ Merchant Banking team on co-investment opportunities in transactions involving the firm’s clients. Mr. Berlinski has led or executed over 300 transactions in financial services across all subsectors, including numerous strategic acquisitions by Goldman Sachs. Mr. Berlinski was a member of the Operating Committee and the Compensation Committee during his time at Goldman Sachs. He received a BA in engineering from California State University, Northridge, in 1978 and an MBA from the Wharton School of the University of Pennsylvania in 1980. Mr. Berlinski serves on the board of directors for Russell Investments, Venerable Holdings (HoldCo), Osaic (f/k/a Advisor Group), DMG Bancshares, Ministry Brands, Allspring Global Investments, CAIS, SEIA, EverBank (f/k/a TIAA Bank), Sunstar Insurance Group and Envestnet, Inc.. He formerly served on the board of directors for Kabbage, Obra Capital, Diamond Resorts, Transact and Victory Capital (NASDAQ: VCTR). He also serves on the board of the Ronald McDonald House, the Advisory Board of the Wharton School and The Mount Sinai Department of Surgery Advisory Board. He is a board member of the New America Alliance, supporting Latino leadership in entrepreneurship, corporate America, and public service. In addition, he serves on the board of directors of Sponsors for Educational Opportunity (SEO), which has made a lifetime of achievement possible for nearly 20,000 talented young people from underserved and underrepresented communities around the United States. QUALIFICATIONS: Mr. Berlinski brings years of banking and acquisitions experience to the Bank advancing the Board’s objective of maintaining a membership of experienced dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Bank. Director since: 2024 Age: 69 Committees: Compensation (Chair) Executive Nominating and Corporate Governance 39 TABLE OF CONTENTS

  11. Milton Berlinski

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS TO BE VOTED ON | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  12. Alan Frank

    Alan Frank BUSINESS EXPERIENCE: Mr. Frank is a retired Audit Partner from Deloitte & Touche where he was employed for 40 years. While at Deloitte, Mr. Frank led audit service teams from 1983 to 2012 and the Southern California consumer business and middle market audit practices from 1986 through 2010. He is also a former member of the board and audit committee chairman of OneWest Bank Group LLC and CIT Group Inc. Currently, he is a member of the board and audit committee chairman of Andalusian Credit Company, LLC, a privately held financial services company whose principal business consists of senior secured loans to middle market companies. Mr. Frank graduated from the University of Southern California with a Bachelor of Science Degree. QUALIFICATIONS: Mr. Frank brings significant experience in auditing, mergers and acquisitions, financial reporting matters, initial public offerings and high growth companies to the Bank advancing the Board’s objective of maintaining a membership of experienced dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Bank. Director since: 2024 Age: 74 Committees: Audit (Chair) Risk Assessment 40 TABLE OF CONTENTS

  13. Alan Frank

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS TO BE VOTED ON | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  14. Marshall Lux

    Marshall Lux BUSINESS EXPERIENCE: Mr. Lux is a prominent financial services industry professional whose career spans nearly four decades and crosses a broad variety of financial industry subsectors, including consumer finance, commercial banks, insurance companies, broker/dealers, wealth and asset management firms, card companies, private equity, and FinTechs. Mr. Lux’s experiences at McKinsey & Company and elsewhere during his career included advising financial institutions regarding various risk and compliance matters, including in consumer compliance matters relating to retail banking, mortgage lending, and other lending. Throughout his career he has built strong relationships as a trusted advisor to C-suite executives. He attended Princeton University as an undergraduate and Harvard Business School for his graduate studies. Upon graduating from Harvard in 1986, Mr. Lux began working at McKinsey & Company, where he advised companies on core strategies and operational issues, including with respect to consumer compliance issues, mergers and merger integration, new product design and rollout, expense management, credit quality, crisis management, and capital initiatives. Mr. Lux left McKinsey as a Senior Partner after over 20 years to join one of his clients, J.P. Morgan, as Global Chief Risk Officer for Chase Consumer Bank. In this capacity, he managed a staff of 10,000 employees around the world, reported to the Company’s Board of Directors, and worked hand-in-hand on the Consumer Bank risk strategy with CEO Jamie Dimon. During his tenure at JP Morgan, he developed a number of risk strategies and models which helped successfully steer the bank through the mortgage crisis, also advising regarding various consumer compliance matters relating to JPMC’s mortgage lending. In 2009 he left J.P. Morgan to return to his consulting roots with the Boston Consulting Group (“BCG”) where he was their first directly elected Senior Partner, advising many of the same financial services companies that he had advised earlier in his career. At BCG, Mr. Lux continues his focus on advising financial service companies, including residential mortgage lenders and other consumer credit providers. In 2014, Mr. Lux transitioned from a Senior Partner at BCG to a Senior Advisor. He currently is a member of the board of directors of Mphasis (BSE: 526299; NSE: MPHASIS) and previously served on the former publicly traded global IT company, DHB Capital Corp. Additionally, he serves on the boards of a privately held small business lender, a privately held global IT platform solutions company, and on the Investment Committee of the not-for-profit Simons Foundation. He is also a director of the Guardian Life Mutual Funds, a wealth management arm of the Guardian Life Insurance Company. In addition to his board involvement, Mr. Lux also advises a number of FinTech companies that are involved in payment systems, mortgage lending, digital assets, cybersecurity, and wealth management. QUALIFICATIONS: Mr. Lux’s experience and contributions advance the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Bank. Director since: 2022 Age: 66 Committees: Compensation Nominating and Corporate Governance Risk Assessment Technology and Operations (Chair) 41 TABLE OF CONTENTS

  15. Marshall Lux

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS TO BE VOTED ON | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  16. Eli H. Miller

    Eli H. Miller BUSINESS EXPERIENCE: Mr. Miller currently serves as a Senior Managing Director of Liberty Strategic Capital (“Liberty”), where he is a key member of Liberty’s leadership team, involved in setting the firm’s strategic direction, leading fundraising efforts, and making high-level investment decisions. He is also a member of Liberty’s Investment Committee. Prior to his service at Liberty, Mr. Miller was Managing Director of Government Relations at Blackstone Inc. (“Blackstone”) from April 2019 to April 2021. As Managing Director, he focused on public policy and Blackstone's portfolio companies. Before taking the post at Blackstone, Mr. Miller was the Chief of Staff at the U.S. Department of the Treasury from February 2017 to April 2019, where he managed the day-to-day operations of the Department and the office of the Secretary. He played a key role in advising, coordinating, and reviewing policy development within the Department, other agencies, and the White House. QUALIFICATIONS: Mr. Miller’s government and management experience are beneficial to the Bank in its regulatory relationships and its transformation and maturity as a federally regulated national association. Director since: 2026 Age: 43 Committees: Risk Assessment Technology and Operations 42 TABLE OF CONTENTS

  17. Eli H. Miller

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS TO BE VOTED ON | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  18. Steven T. Mnuchin

    Steven T. Mnuchin BUSINESS EXPERIENCE: Secretary Steven T. Mnuchin serves as the Founder and Managing Partner of Liberty Strategic Capital and chairs the firm’s Investment Committee. Liberty Strategic Capital is a Washington, DC-based private equity firm focused on strategic investments in technology, financial services and fintech, and new forms of content. In addition to serving as a director of Flagstar Bank, N.A., Secretary Mnuchin currently serves on the boards of directors of Liberty Strategic Capital portfolio companies Lionsgate Studios Corp. [NYSE: LION] (since 2026), LevelBlue (since 2025), Satellogic [Nasdaq: SATL] (since 2022), and Zimperium (since 2022). He previously served on the boards of directors of Contrast Security, Inc. (2022-2023) and BlueVoyant, Inc. (2022-2023). Prior to founding Liberty, Mr. Mnuchin served as the 77th Secretary of the Treasury from February 2017 through January 2021. As Secretary, Mr. Mnuchin was responsible for leading the U.S. Treasury, whose mission is to maintain a strong economy, foster economic growth, and create job opportunities by promoting the conditions that enable prosperity at home and abroad. He was also responsible for strengthening national security by combating economic threats and protecting the U.S. financial system, as well as managing the U.S. government’s finances. Mr. Mnuchin also oversaw cybersecurity for the financial services sector and all Treasury bureaus including the IRS. Prior to his confirmation as Secretary of the Treasury, Mr. Mnuchin served as Founder, Chairman, and Chief Executive Officer of Dune Capital Management. He founded OneWest Bank Group LLC and served as its Chairman and Chief Executive Officer until its sale to CIT Group Inc. Earlier in his career, Secretary Mnuchin worked at The Goldman Sachs Group, Inc., where he was a Partner and served as Chief Information Officer, with responsibility for the firm’s global information and technology strategy and operations. He has extensive experience in global financial markets and investments. Secretary Mnuchin is committed to philanthropic activities and previously served as a member of the board of directors of the Museum of Contemporary Art Los Angeles ("MOCA"), the Whitney Museum of Art, the Hirshhorn Museum and Sculpture Garden on the National Mall, the UCLA Health System, the New York Presbyterian Hospital, and the Los Angeles Police Foundation. Secretary Mnuchin was born and raised in New York City. He holds a BA from Yale University. QUALIFICATIONS: With his extensive experience in corporate finance, investment banking, technology and government, Secretary Mnuchin brings valuable insight to the Board of the Bank in overseeing a wide range of banking, investment, governance, and cybersecurity matters, and furthers the Board’s objective of maintaining a membership of experienced dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Bank. Director since: 2024 Age: 63 Committees: Compensation Executive Nominating and Corporate Governance (Chair) 43 TABLE OF CONTENTS

  19. Steven T. Mnuchin

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS TO BE VOTED ON | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  20. Joseph M. Otting

    Joseph M. Otting BUSINESS EXPERIENCE: Mr. Otting serves as President and Chief Executive Officer of the Bank, having been appointed to this position effective as of April 1, 2024. Additionally, he was named Executive Chairman of the Bank on June 5, 2024. He became an employee of the Bank on March 6, 2024, and he has served as a member of the Board of the Bank since March 11, 2024. Mr. Otting is an American businessman and government official having served as the 31st Comptroller of the Currency from November 2017 to 2020. Prior to becoming Comptroller of the Currency, Mr. Otting was an executive in the banking industry. He served as President of CIT Bank and Co-President of CIT Group Inc. from August 2015 to December 2015. Mr. Otting previously was President, Chief Executive Officer, and a member of the board of directors of OneWest Bank, N.A. Prior to joining OneWest Bank, he served as Vice Chairman of U.S. Bancorp, where he managed the Commercial Banking Group and served on U.S. Bancorp’s Executive Management Committee. He also served as a member of U.S. Bank’s main subsidiary banks’ board of directors. From 1994 to 2001, Mr. Otting was Executive Vice President and Group Head of Commercial Banking at Union Bank of California. Before joining Union Bank, he held positions in branch management, preferred banking, and commercial lending at Bank of America. Mr. Otting has played significant roles in charitable and community development organizations. He has served as a board member for the California Chamber of Commerce, the Killebrew-Thompson Memorial Foundation, the Associated Oregon Industries, the Oregon Business Council, the Portland Business Alliance, the Minnesota Chamber of Commerce, and Blue Cross Blue Shield of Oregon. He was also a member of the Financial Services Roundtable, the Los Angeles Chamber of Commerce, and the Board and Executive Committee of the Los Angeles Economic Development Corporation. He currently serves on the Governing Board of Directors of Operation Hope and a board member of OASIS. He is the Chairman of the Board and serves as a member of the Investment Committee of Andalusian Credit Company and a board member of Talino Labs and Blockchain. Mr. Otting holds a bachelor of arts in management from the University of Northern Iowa and is a graduate of the School of Credit and Financial Management, which was held at Dartmouth College in Hanover, New Hampshire. QUALIFICATIONS: Mr. Otting’s extensive banking, government and regulatory experience and contributions advance the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Bank. Director since: 2024 Age: 68 Committees: Executive (Chair) Technology and Operations 44 TABLE OF CONTENTS

  21. Joseph M. Otting

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS TO BE VOTED ON | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  22. Allen C. Puwalski

    Allen C. Puwalski BUSINESS EXPERIENCE: Mr. Puwalski started his 30-year career in banking as a field examiner and capital markets specialist for the FDIC in its New York region following the commercial real estate crisis of the late 1980s. When he left the FDIC in 2004, he was the Chief of Bank Analysis in the FDIC’s Division of Insurance and was managing the analysis, publications, and policy development of a 15-person multi-disciplinary team of PhD economists, CPAs, CFAs, and commissioned bank examiners. The substantive work of this group included bank failure projection modeling, early development of bank stress testing, and the quantitative justification for risk-based deposit insurance pricing. After several years as a global financial sector team lead for CFRA, an independent research firm specializing in forensic accounting research and analytics, Mr. Puwalski joined Paulson and Co. in 2007 as the firm’s first financials sector specialist. At Paulson, Mr. Puwalski executed complex transactions with high returns across the full capital structure in both liquid and PE-style investing in the U.S. and Europe. Mr. Puwalski was also a director at OneWest Bank, N.A. prior to its sale to CIT Group Inc. in 2015, and headed the community bank strategy for SoFi Technologies during its bank chartering and listing process. At present, Mr. Puwalski is a founding partner of Cybiont Capital, LLC, a company specializing in fundamental bank analysis and advising in community bank investing and he serves on the Investment Advisory Committee of the Financial Accounting Standards Board ("FASB"). Mr. Puwalski earned a Bachelor of Arts degree in economics and certificate of finance from the University of Maryland, Baltimore County, and he is a Chartered Financial Analyst. QUALIFICATIONS: With his extensive experience in banking, finance, forensic accounting, and regulatory examinations, Mr. Puwalski brings valuable insight to the Board of the Bank and furthers the Board’s objectives of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Bank. Director since: 2024 Age: 61 Committees: Audit Compensation Risk Assessment (Chair) 45 TABLE OF CONTENTS

  23. Allen C. Puwalski

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS TO BE VOTED ON | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  24. Jennifer R. Whip

    Jennifer R. Whip BUSINESS EXPERIENCE: Ms. Whip is principal for Cambridge One, LLC, a banking and mortgage banking consulting firm that primarily helps lenders obtain their government sponsored entity approvals. From April 2016 to January 2017, Ms. Whip was managing director for Garrett, McAuley & Co., a consulting firm to the financial services industry. She was part of a team that helped banks and mortgage lenders increase revenues, control costs, and better manage risks. Prior to that, she retired from a career of 26 years with Fannie Mae. While at Fannie Mae, Ms. Whip was the lead executive responsible for driving the diversification and growth of its single-family business and expanding its offering of new products and tools to help its clients be successful. Ms. Whip holds the Certified Mortgage Banker ("CMB") designation from the Mortgage Bankers Association ("MBA") and volunteers with the Mortgage Bankers Association as a CMB Society instructor, sponsor, examiner, and content writer. She has been a frequent guest speaker at industry conferences and has been in the mortgage industry for more than 30 years. Additionally, Ms. Whip serves on the Board of Directors or advisory boards for a few non-public companies within the financial services industry. Ms. Whip holds a Bachelor of Arts degree in Economics, a Masters of Business Administration from Villanova University, and a Certificate from the Executive Development Program at Harvard Business School. QUALIFICATIONS: Ms. Whip provides broad experience in housing finance, strategic initiatives and risk management, bringing varied perspective to the Board’s oversight of these principal business areas, furthering the Board’s objectives of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Bank. Director since: 2022 Age: 65 Committees: Audit Risk Assessment Technology and Operations 46 TABLE OF CONTENTS

  25. Jennifer R. Whip

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS TO BE VOTED ON | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  26. Jennifer R. Whip

    EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS AND THEIR BUSINESS EXPERIENCE George F. Buchanan III. Mr. Buchanan, age 56, joined the Bank as Executive Vice President and Chief Risk Officer in March 2024. Prior to joining the Bank, Mr. Buchanan spent 13 years at Regions Bank, where he held several roles of escalating responsibility, across various risk disciplines. Most recently, he served in Regions’ credit review area. Prior to this, he spent five years as Chief Risk Officer for Consumer Banking and Wealth Management, with responsibility for all aspects of risk management. Additionally, Mr. Buchanan led numerous areas within the credit division, including commercial, private wealth, small business, and business services. Mr. Buchanan brings over 30 years of financial services-related risk management and credit experience, having previously held roles at First Union, AmSouth Bank, US Bank, and Regions Bank. Mr. Buchanan is very active in professional and civic activities holding seats on several Boards and Committees. Currently, he serves on the Boards of Directors of Tru Fund Financial Services, Inc., the Auburn University Graduate Advisory Council and as a member of the RMA Journal Editorial Advisory Board. Previously, he served on the Board of Directors of ProSight Financial Association, numerous Councils and Committees for the Risk Management Association, and as Past President and Board Member of the Small Business Financial Exchange. He also was a long- time member of the Consumer Bankers Association Small Business Committee. Mr. Buchanan holds an MBA in Finance from Auburn University and a Bachelor’s Degree in Business Administration, Marketing from the University of Illinois. Reginald E. Davis. Mr. Davis, age 62, joined the Bank as Senior Executive Vice President and President of Banking on December 1, 2022. In this role, he is responsible for all non-mortgage lending, Government Banking, Treasury Management, strategic alliances, and all of Retail Banking. From April 2020 until the December 2022, Mr. Davis was Executive Vice President and President of Banking at Flagstar Bank F.S.B. Mr. Davis has 36 years of banking experience, including at SunTrust, now Truist, where he was head of business banking. He also served as President of RBC Bank USA, the U.S. banking division of the Royal Bank of Canada, and as a senior executive and member of the Operating Committee for Wachovia (now Wells Fargo), where he held a number of senior roles. He started his banking career at First Union Bank. Mr. Davis serves on the board of the Lincoln Financial Group and is a member of the 100 Black Men of Atlanta. Previously, he served as chair of the Morehouse College Dean’s Advisory Board and as a board member of the Atlanta Chamber of Commerce. He also serves as a member of the Board of Directors of the Flagstar Bank Foundation. His past recognitions include being named by Black Enterprise Magazine as one of the 75 most powerful African Americans in corporate America, and in 2021 by Savoy Magazine in its list of Most Influential Black Corporate Directors. Kris Gagnon. Mr. Gagnon, age 74, serves as Senior Executive Vice President and Chief Credit Officer of the Bank. He brings more than 36 years of banking leadership experience to the team having spent 30 years at Bank of America in various senior leadership roles, including as Enterprise Credit Risk Executive, Chief Risk Officer of the Global Corporate and Commercial Bank, and Chief Credit Officer for the Commercial Banking, Leasing and Global Treasury Services Division. Following those roles, Mr. Gagnon served as Chief Credit Officer at Banc of California from 2018 to 2020 and at CIT Bank (formerly OneWest Bank) from 2011 to 2017, as well as various credit risk related leadership roles since 1981. Mr. Gagnon also serves as Chairman of the Investment Committee of Andalusian Credit Company. Bryan Marx. Mr. Marx, age 50, joined the Bank as Executive Vice President and Chief Accounting Officer on December 1, 2022. From 2013 to November 30, 2022, Mr. Marx served as Chief Accounting Officer of Flagstar Bank, F.S.B. Prior to joining Flagstar, he was in public accounting for 15 years, most recently with PricewaterhouseCoopers LLP as a senior manager in their Banking and Capital Markets practice working with clients in the Detroit area and overseas. Mr. Marx currently serves on the board of Hope Ignites Detroit (previously Boys Hope Girls Hope Detroit), an organization centered on cultivating youth empowerment through the foundation of education and holistic support, and serves as the chairperson of the finance committee. Mr. Marx graduated from Michigan State University with a Bachelor of Arts degree in accounting and previously served on the Michigan State University Accounting and Information Systems External Advisory Board. He is also a member of the American Institute of Certified Public Accountants. Bao Nguyen. Mr. Nguyen, age 44, joined the Bank as Senior Executive Vice President, General Counsel and Chief of Staff on April 12, 2024. Mr. Nguyen brings more than 15 years of experience as a financial services attorney. Prior to joining Flagstar, he was a Partner 47 TABLE OF CONTENTS

  27. Jennifer R. Whip

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS TO BE VOTED ON | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  28. Jennifer R. Whip

    with Skadden, Arps, Slate, Meagher & Flom LLP where he advised global and regional financial institutions, fintech and digital asset companies and private equity firms on the regulatory aspects of complex transactions, charters, compliance matters and enforcement issues. Prior to joining Skadden, he held senior positions with the Office of the Comptroller of the Currency (the "OCC"), including as Acting Chief Counsel and, most recently, as Principal Deputy Chief Counsel. During his time at the OCC, he also served as Acting Chief of Staff and Senior Advisor at the Federal Housing Finance Agency. Earlier in his career, Mr. Nguyen held senior roles at the Board of Governors of the Federal Reserve System, and as a Banking Fellow in the U.S. Senate, negotiating key reforms to the U.S. regulatory framework as part of the Dodd-Frank Act. Mr. Nguyen graduated from North Carolina State University with a Bachelor of Arts in History and a law degree from UNC-Chapel Hill School of Law. Richard Raffetto. Mr. Raffetto, age 57, serves as Senior Executive Vice President and President of Commercial & Private Banking. In this role, Mr. Raffetto oversees Flagstar's commercial banking, corporate banking and private banking activities, including related product groups. Mr. Raffetto joined the Bank in July 2024 after more than thirty years in banking and over twenty years in increasingly senior and executive leadership positions. From 2020 to 2024, Mr. Raffetto served as president and a director of City National Bank, the U.S. commercial and private banking subsidiary of The Royal Bank of Canada. He most recently led CNB's commercial lines of business and products, including its leasing, treasury management, commercial cards and capital markets units. Prior to that time, Mr. Raffetto spent approximately 13 years at U.S. Bank as an executive vice president in its commercial and corporate banking organization and 14 years at BNY Mellon in its corporate banking client management unit. Mr. Raffetto holds an MBA in Finance from NYU's Stern School of Business and a BS in Finance from the University of Pennsylvania's Wharton School of Business and also holds FINRA 7, 63 and 24 securities licenses. Scott P. Shepherd. Mr. Shepherd, age 62, joined the Bank as Senior Executive Vice President and President of Commercial Real Estate Banking on April 15, 2024. Mr. Shepherd is a senior executive with a more than 20-year track record building and leading teams in commercial real estate, creating value through lending, debt restructuring, workouts and acquisitions. Most recently, he served as Managing Director, The Ruth Group, a commercial real estate investor and operator, where he focused on securing debt and equity financing to acquire value-add office and industrial conversion properties and complex restructurings. Prior to that he founded Archbell Capital, a commercial real estate bridge lender focused on institutional quality deal sponsors across property types. Mr. Shepherd also spent six years at OneWest Bank where he was the Head of the Commercial Real Estate Group. While there, he launched a CRE lending business that originated over $3.5 billion in loan commitments and led workouts of $2 billion of acquired loans. He started his real estate finance career at Goldman Sachs, where he was an investment banker for ten years. Mr. Shepherd graduated from Northwestern University with a Bachelor of Arts degree in economics and holds an MBA in management from the Wharton School of the University of Pennsylvania. Lee M. Smith. Mr. Smith, age 50, has served as Senior Executive Vice President and Chief Financial Officer ("CFO") of the Bank since December 28, 2024. Prior to that time he served as Senior Executive Vice and President of Mortgage from December 1, 2022, to December 27, 2024. In the CFO role, he is responsible for all financial aspects of the Bank including strategy, balance sheet and liquidity management and cost optimization. He is also responsible for the Bank’s mortgage businesses. Mr. Smith joined Flagstar in 2013 as Executive Vice President and Chief Operating Officer and held that position until his appointment as head of Mortgage in August 2020. As COO, he played an integral role in the turnaround of Flagstar in addition to his responsibilities for several key business units – including shared services, banking operations, mortgage operations and mortgage servicing – as well as leading Bank strategy, balance sheet and cost optimization, and mergers and acquisitions. Prior to joining Flagstar, Mr. Smith was a partner with MatlinPatterson Global Advisers LLC, a private equity fund based in New York, where he managed a number of portfolio companies across a multitude of industries and served on various boards. Earlier in his career, he was a senior director at Zolfo Cooper LLC, an advisory and interim management firm. Additionally, he served as a vice president in Ernst & Young’s national restructuring group in both New York and the United Kingdom. Mr. Smith serves on the board of trustees of Cranbrook Schools and sits on both the finance and audit committees of the board of governors and is chairman of the Cranbrook Institute of Science. He is also chairman of the Detroit Local Initiatives Support Corporation, which is dedicated to revitalizing distressed neighborhoods and communities in Detroit and is part of the national LISC network. He is a member of the Institute of Chartered Accountants in England and Wales. 48 TABLE OF CONTENTS

  29. Jennifer R. Whip

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS TO BE VOTED ON | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  30. Jennifer R. Whip

    DIRECTOR SUCCESSION The Nominating and Corporate Governance Committee periodically reviews with the Board the skills and characteristics appropriate for Board members. The Board seeks differences in its members with respect to background, skills and expertise, industry knowledge, and experience. In addition, in connection with the March 2024 capital raise transaction, pursuant to their respective Investment Agreements, the Liberty Investors have the right to nominate two representatives to be elected to the Board and the Reverence Investors have the right to nominate one representative to be elected to the Board. The Liberty Investors nominated Steven T. Mnuchin and Eli H. Miller, and the Reverence Investors nominated Milton Berlinski as their director representative. DIRECTOR COMPENSATION For 2025, the Board retained the basic structure of the existing director compensation program while committing to annual review and benchmarking of the program to ensure consistency with the design features and compensation levels at peer companies and with industry best practices. Our Approach to Director Compensation We compensate our directors with the following objectives in mind. •The level of director compensation should recognize the significant amount of work expected from a director at an institution the size and complexity of the Bank, taking into account the time commitment necessary to prepare for meetings that cover complex strategic and operations matters and the duration and frequency of such meetings. •Director compensation should include a meaningful equity component that helps align the interests of directors with our shareholders, and directors are encouraged to retain equity through stock ownership guidelines, subject to regulatory and compliance limitations. •The structure of the program must be transparent to shareholders so they understand the business reasons for specific director compensation decisions. •The program is designed to ensure that director independence is not compromised by excessive compensation levels. Our directors fulfill a critical oversight role for the Bank, in part through their service on Board committees that have been assigned specific functional responsibilities. The level of engagement of our directors reflects a keen awareness of their responsibilities as directors of a publicly traded financial institution that operates within a complex business and regulatory environment. The Bank's Audit, Risk Assessment, Compensation and other Committees meet frequently to ensure appropriate oversight of the areas that fall within the scope of their respective charters. Given the complexity of the matters considered by these committees, each meeting represents a substantial time commitment for committee members, requiring significant preparation in advance to facilitate an understanding of items on the meeting agenda. In addition to committee service, directors are expected to prepare for and attend regularly scheduled board meetings that requires significant preparation. Director Compensation Review The Compensation Committee monitors changes in the structure of director pay programs industry-wide and among our peers as part of the Committee’s annual review of director compensation. The Committee’s review, with assistance by its independent consultant, is designed to identify and incorporate best practices while ensuring that the program is aligned with our director pay objectives. The Committee considers the cost of the director compensation program on an individual director basis and on an aggregate basis. To maintain consistency with peer group practices, the Committee has maintained a balanced mix of cash retainers and equity compensation for directors. 2025 Director Compensation In 2025, each non-employee director received an annual cash retainer of $97,500 for service on the Board. The Lead Independent Director received an annual retainer of $52,500 in addition to the $97,500 annual retainer paid to non-employee directors. Each non- employee director also receives equity compensation in the form of a restricted stock award with a one-year vest. 49 TABLE OF CONTENTS

  31. Jennifer R. Whip

    | PROXY STATEMENT SUMMARY | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | PROPOSALS TO BE VOTED ON | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  32. Jennifer R. Whip

    The table below shows the 2025 retainer schedule for Board committee service:

  33. Jennifer R. Whip

    | BOARD COMMITTEE | CHAIR ($) | MEMBER ($) | | Audit | $35,000 | $15,000 | | Compensation | 25,000 | 10,000 | | Nominating and Corporate Governance | 25,000 | 10,000 | | Risk Assessment | 35,000 | 15,000 | | Technology and Operations | 25,000 | 10,000 |

  34. Jennifer R. Whip

    The following table provides details of the 2025 compensation received by individuals who served as non-employee directors of the Bank for Board and Board committee service, including one director who resigned from service during 2025.

  35. Jennifer R. Whip

    | NON-EMPLOYEE DIRECTORS | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS(1) ($) | ALL OTHER COMPENSATION(2) ($) | TOTAL ($) | | Milton Berlinski(3) | 133,651 | 130,003 | 627 | 264,281 | | Brian Callanan(4)(5) | 114,781 | 130,003 | — | 244,784 | | Alessandro P. DiNello | 107,500 | 130,003 | 26,750 | 264,253 | | Alan Frank | 162,500 | 130,003 | 936 | 293,439 | | Marshall Lux | 157,116 | 130,003 | 68 | 287,187 | | Steven T. Mnuchin(5) | 185,000 | 130,003 | 627 | 315,630 | | Allen C. Puwalski | 192,500 | 130,003 | 953 | 323,456 | | Jennifer R. Whip | 137,500 | 130,003 | 68 | 267,571 |