DEF 14A of Metropolitan Bank Holding Corp., Mar 20, 2026

DEF 14A of Metropolitan Bank Holding Corp.

Filed Mar 20, 2026 · FY20250001104659-26-032365

Open on EDGAR

  1. Notice of Annual Meeting of Stockholders To Be Held on April 29, 2026

    | 77 | CEO Pay Ratio | | 78 | Pay Versus Performance | | 79 | Tabular List of Financial Performance Measures | | 80 | Analysis of the Information Presented in the Pay Versus Performance Table | | 81 | Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm | | 82 | Audit Fees, Audit Related Fees, Tax Fees and All Other Fees | | 82 | Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm | | 83 | Audit Committee Report | | 84 | Proposal 4 — Approval of the Employee Stock Purchase Plan | | 84 | Purpose of the ESPP | | 84 | Description of the ESPP | | 86 | Federal Income Tax Consequences of the ESPP | | 88 | Stock Ownership | | 89 | Delinquent Section 16(a) Reports | | 90 | General Information about the Annual Meeting | | 90 | Annual Meeting Q&A | | 94 | Stockholder Proposals | | 95 | Other Matters | | 95 | Householding | | 95 | Miscellaneous | | A-1 | Appendix A: Non-GAAP Reconciliations | | B-1 | Appendix B: Metropolitan Bank Holding Corp. 2026 Employee Stock Purchase Plan |

  2. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors

  3. NOMINEES WITH TERMS ENDING IN 2026

    NOMINEES WITH TERMS ENDING IN 2026

  4. NOMINEES WITH TERMS ENDING IN 2026

    | Anthony J. Fabiano | Independent | Director Since 2020 | Chair Since 2025 |

  5. NOMINEES WITH TERMS ENDING IN 2026

    | Age 65 Committees • Audit (Chair) • Compensation • Risk | Career Highlights Metropolitan Bank Holding Corp. and Metropolitan Commercial Bank • Executive Vice President and Chief Financial Officer (2018 to 2020) Hudson City Bancorp • President, Chief Operating Officer and a member of the Board of Directors (2014 to 2015) • Executive Vice President — Finance and Administration (2012 to 2014) Sound Federal Bancorp • Chief Financial Officer (1998 to 2006) MSB Bancorp • Chief Financial Officer (1992 to 1998) Education • B.S., Manhattan College | Qualifications Mr. Fabiano has more than 40 years of experience across a broad range of finance, accounting and management disciplines, primarily in the banking sector. He is a Certified Public Accountant, a member of the American Institute of CPAs and the New York State Society of CPAs and attended the National School of Banking at Fairfield University. Skills and Expertise • Extensive expertise in a broad range of banking, financial, accounting and risk management matters. • Senior leadership managing the finance and operations functions at publicly traded financial institutions. • Knowledge of the company’s business and operations. |

  6. NOMINEES WITH TERMS ENDING IN 2026

    | Robert C. Patent | | Independent | Director Since 1999 | | Age 75 Committees • Compensation | Career Highlights Colby Capital Corporation, a private investment firm focused on real estate acquisition, financing and restructuring • President (1991 to 2025) New York Federal Savings Bank • Director (1989 to 1997) Education • B.B.A., The George Washington University | Qualifications Mr. Patent has over 50 years of experience in real estate investment. His board experience includes service as a director of New York Federal Savings Bank from 1989 until its sale to Flushing Financial Corporation in 1997. Skills and Expertise • Prior experience on the board of a financial institution. • Deep expertise in real estate investment. • Knowledge of the Company’s market and the real estate industry. |

  7. NOMINEES WITH TERMS ENDING IN 2026

    | Maria Fiorini Ramirez | | Independent | Director Since 2014 | | Age 77 Committees • Audit • CG&N • Risk | Career Highlights Maria Fiorini Ramirez, Inc., a global economic and financial consulting firm • Founder, President and CEO (1992 to Present) Drexel Burnham Lambert Incorporated • Managing Director and Money Market Economist Education • B.A., Pace University | Qualifications Ms. Ramirez has significant board experience in the banking industry, serving as director at several companies between 1989 and 2009, including Sovereign Bancorp, Independence Community Bank and Statewide Savings Bank. Ms. Ramirez currently serves as a director of Security Mutual Life and The Brooklyn Hospital. Skills and Expertise • Significant prior experience on the boards of community and regional banks. • Expertise in finance and economics. • Experience in financial regulation and risk management. |

  8. NOMINEES WITH TERMS ENDING IN 2026

    | William Reinhardt | | Independent | Director Since 2013 | | Age 79 Committees • Risk | Career Highlights Alvarez & Marsal • Senior Director (2008 to 2025) Office of Comptroller of the Currency (“OCC”) • Assistant Deputy Comptroller for Community Banks, Northeast District Education • Degree from the Graduate School of Banking, University of Wisconsin • B.A., LIU Post (formerly known as C.W. Post Campus of Long Island University) | Qualifications Mr. Reinhardt served as Chair of the Board from 2018 until September 2025. While at the OCC, Mr. Reinhardt was responsible for regulatory oversight over more than 200 community and regional banks as well as federal branches. He served on numerous interagency committees to identify and address emerging issues in an effective manner. Skills and Expertise • Significant expertise in financial regulation and supervision. • Financial expert, with experience in banking, risk management and compliance. • Senior policy-making experience in public sector. |

  9. CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

    CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

  10. CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

    | Mark R. DeFazio | President and CEO | Director Since 1999 |

  11. CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

    | Age 62 Committees None | Career Highlights Metropolitan Bank Holding Corp. and Metropolitan Commercial Bank • Chief Executive Officer (appointed 2002 to Present) • Founder and President (1999 to Present) Israel Discount Bank • Various positions, including Senior Vice President and Head of Commercial Real Estate (13 years) | Qualifications Mr. DeFazio has more than 40 years of experience banking and real estate experience. Mr. DeFazio has overseen the steady growth of the Bank from its founding in 1999, to its initial public offering in 2017 and through to the present. Skills and Expertise • Deep familiarity with the markets and communities in which the Company operates. • Broad and extensive expertise in banking and real estate. • Senior leadership of a publicly traded financial institution. |

  12. CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

    | Harvey M. Gutman | | Independent | Director Since 2008 | | Age 79 Committees • Compensation • Risk | Career Highlights Brookside Advisors, LLC, a real estate consulting and development company • Founder and President (2006 to Present) Pathmark Stores, Inc. • Senior Vice President for Retail Development (16 years) • VP for Grocery, Non-Food and Rx Merchandising (7 years) • VP of Strategic Planning, Research and Investor Relations (7 years) Education • M.B.A., Wharton School of the University of Pennsylvania • B.A., Rutgers University | Qualifications Mr. Gutman has been active in real estate and retail development since 1990. At Pathmark, he was responsible for the company’s retail development program, including site identification. He was additionally responsible for investor communications and public relations. Mr. Gutman currently serves on the board of two ARCTRUST private REITs and is a member of the International Council of Shopping Centers. Skills and Expertise: • Significant background in retail and real estate. • Expertise in strategic planning in the real estate industry. • Senior executive and board experience. |

  13. CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

    | Katrina Robinson | | Independent | Director Since 2021 | | Age 43 Committees • Audit • CG&N | Career Highlights Cone Marshall Group, an international trust and fiduciary services firm • CEO (2022 to Present) Teton Trust Company LLC, a Wyoming chartered trust and fiduciary services firm • CEO (2017 to Present) Education • J.D., Benjamin Cardozo School of Law • MPhil, University of Cambridge • B.A., Princeton University | Qualifications Ms. Robinson is an expert in trusts, succession planning and governance, including in the cross-border context. A lawyer admitted to practice in New York state, Ms. Robinson’s previous legal experience includes working with private family offices and ultra-high net worth clients. She also worked as a portfolio manager in international wealth management in New York. Skills and Expertise • Expertise in wealth management and trust and estate planning. • Significant international business experience. • Successful entrepreneurial background servicing family offices and private clients. |

  14. CONTINUING DIRECTORS WITH TERMS ENDING IN 2027

    | George J. Wolf, Jr. | | Independent | Director Since 2001 | | Age 73 Committees • Compensation (Chair) • CG&N | Career Highlights Aon Risk Solutions • Managing Director and the Head of the Law Firm Advisory Team (2018 to 2024) Herrick, Feinstein, law firm • Managing Director, member of Executive Committee (1993 to 2017) Education • B.S., Villanova University | Qualifications Mr. Wolf led the Law Advisory practice at Aon Risk Solutions, providing industry-specific experience to help law firm leaders identify and implement operational improvements for financial stability and growth. At Herrick Feinstein, Mr. Wolf was responsible for the firm’s financial, administrative and strategic planning. Mr. Wolf founded and is the Chairman and President of The Greg Wolf Fund, a charitable organization that was established in memory of his son, Gregory, who lost his battle to leukemia in 2005. The fund supports patients and their families in their fight against all blood cancers and has funded numerous blood cancer research initiatives. Skills and Expertise • Experience with financial and strategic planning and implementation. • Senior policy-making position at a professional services firm. • Significant philanthropic and non-profit experience. |

  15. CONTINUING DIRECTORS WITH TERMS ENDING IN 2028

    CONTINUING DIRECTORS WITH TERMS ENDING IN 2028

  16. CONTINUING DIRECTORS WITH TERMS ENDING IN 2028

    | Dale C. Fredston | | Independent | Director Since 2016 | | Age 73 Committees • Audit • CG&N (Chair) | Career Highlights Sterling National Bank and its public holding company, Sterling Bancorp • Executive Vice President and General Counsel (2002 to 2015) Bank of America • Senior Vice President, General Counsel and Corporate Secretary of the bank’s commercial finance subsidiary Education • J.D., Columbia University School of Law • B.A., Wellesley College | Qualifications Ms. Fredston has over 30 years of experience as in-house counsel to a wide range of financial service companies. Her experience includes financing transactions, mergers and acquisitions, banking and securities law, risk management, corporate governance, general corporate matters and management of litigation. Skills and Expertise • Deep industry knowledge and expertise in bank-specific legal, regulatory and compliance matters. • Senior leadership of a publicly traded financial institution. • Experience in finance and risk management. |

  17. CONTINUING DIRECTORS WITH TERMS ENDING IN 2028

    | David J. Gold | | Independent | Director Since 2016 | | Age 51 Committees • Compensation • CG&N • Risk | Career Highlights AdvisIRy Partners Group LLC, consulting firm providing strategic and capital markets advisory services • Partner (2017 to Present) City of New York • New York City Commissioner of City Planning (appointed in 2022) Education • J.D., Benjamin N. Cardozo School of Law • B.S., New York University Stern School of Business | Qualifications Mr. Gold was an equity analyst at a Wall Street firm for nearly two decades. Professional certifications and memberships include: • Chartered Financial Analyst and member of the CFA Institute • Cyber Oversight CERT certificate (Software Engineering Institute of Carnegie Mellon University) • National Association of Corporate Directors (member) • Licensed Real Estate Broker and member of the Real Estate Board of New York Skills and Expertise • Experience in strategic planning and investor relations. • Expertise in capital markets and credit analysis. • Knowledge of the Company’s market and the real estate industry. |

  18. CONTINUING DIRECTORS WITH TERMS ENDING IN 2028

    | Terence J. Mitchell | | Independent | Director Since 2017 | | Age 73 Committees • Audit • CG&N • Risk (Chair) | Career Highlights Dime Community Bank/Dime Community Bankshares • Executive Vice President and Chief Retail Officer (2010 to 2016) Sovereign Bank • Executive Vice President, Director of Retail Banking (2006 to 2008) Independence Community Bank/ Independence Community Bank Corp. • Executive Vice President, President of Consumer Banking (1990 to 2006) Education • B.B.A., Iona College | Qualifications Mr. Mitchell has over 40 years of experience in retail banking. He has a deep knowledge of the communities and markets in which we operate and has also served on the boards of several Brooklyn non-profit and public interest organizations. Skills and Expertise • Extensive retail and consumer banking expertise. • Senior leadership of business units at publicly traded financial institutions. • Experience in risk management and operations. |

  19. CONTINUING DIRECTORS WITH TERMS ENDING IN 2028

    | Chaya Pamula | | Independent | Director Since 2021 | | Age 60 Committees • Audit • Risk | Career Highlights PamTen Inc., technology services provider • Co-founder, President and CEO (2007 to Present) SheTek, non-profit focused on increasing women representation in technology industry • Founder and President (2017 to Present) SOFKIN, non-profit focused on serving the needs of underprivileged children • Founder and Trustee (2005 to Present) Education • Executive Education Program, Harvard Business School • MBA, Osmania University in India | Qualifications Ms. Pamula has more than 25 years of information technology experience, with a focus on solutions for business process improvement, business transformation/ reengineering and IT portfolio optimization. She is engaged and versed in emerging areas of technology, such as artificial intelligence. Ms. Pamula is on the board of various industry associations, social impact organizations, and has received awards for her philanthropy, entrepreneurship, and dedication to non-for-profit endeavors. Skills and Expertise • Extensive expertise in information technology, cybersecurity and emerging technologies (e.g., artificial intelligence). • Experience in entrepreneurship and serving small- and medium-sized enterprises. • Experience with business transformation through integration of digital technology solutions. |

  20. COMMITTEES OF THE BOARD

    COMMITTEES OF THE BOARD The Board has established four standing committees, two of which (the Audit Committee and Risk Committee) are joint committees of the Board and the board of directors of the Bank. Each committee is responsible for making recommendations to our Board as appropriate and for reporting periodically to the entire Board. The CG&N Committee is responsible for reviewing the composition and structure of the Board’s standing committees, including the tenure of the committee chairs. The Board does not have a firm policy mandating rotation of committee assignments, and the CG&N Committee may consider the special knowledge or experience of certain directors in recommending that particular directors serve on certain committees for extended periods. The CG&N Committee’s review is intended to support an appropriate distribution across, and skill sets within, each committee, deepen the directors’ understanding of all aspects of the Company’s business, and to advance the Board’s refreshment and succession planning efforts. Generally, the CG&N Committee approves committee rotations on an annual basis. Additional information about the standing committees of the Board, including committee composition, responsibilities, and operations, can be found in their charters, which are available on our website. The following table provides information regarding current committee membership and the number of meetings each committee held in 2025, as well as a brief description of the committee’s responsibilities. In addition, each of the Company’s Board and the Bank’s board of directors may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and its governance documents.

  21. COMMITTEES OF THE BOARD

    | Audit Committee | The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial statements and compliance with legal and regulatory requirements that may have a material impact on the Company’s financial statements. The Audit Committee, among other matters: • appoints, evaluates and determines the compensation and independence of the Company’s independent auditors; • reviews and pre-approves both audit and permissible non-audit services to be performed by the Company’s independent auditors; • reviews the quality and integrity of the Company’s financial statements; • reviews disclosure controls and procedures, internal controls, and corporate policies with respect to financial information; • oversees any investigations into complaints concerning financial matters; and • oversees the internal audit function, including approving all decisions regarding the appointment or removal of the Chief Internal Auditor and approving the annual internal audit plan. The Audit Committee is comprised solely of members who satisfy the applicable independence and other SEC, NYSE and applicable bank regulatory requirements for audit committees and all such members have been determined to be independent by the Board. The Board has determined that Mr. Fabiano qualifies as an “audit committee financial expert” as that term is defined in the rules and regulations of the SEC. | | Committee Members* • Anthony Fabiano (Chair) • Dale Fredston • Terence Mitchell • Chaya Pamula • Maria Ramirez • Katrina Robinson 6 independent members 8 meetings in 2025 | |

  22. COMMITTEES OF THE BOARD

    * Mr. Fabiano was appointed to the Audit Committee as chair in May 2025, following the Board’s determination regarding his independence. For additional information, see Board Independence on page 16. Effective January 1, 2026, Messrs. Gold and Reinhardt rotated off the Audit Committee, and Mses. Pamula and Ramirez joined the Audit Committee.

  23. COMMITTEES OF THE BOARD

    | Compensation Committee | The Compensation Committee is responsible for discharging the Board’s responsibilities relating to the compensation of the Company’s executive officers and directors. The Compensation Committee, among other matters: • evaluates and modifies compensation strategies; • reviews and approves objectives relevant to executive officer compensation; • evaluates performance and recommends to the Board the compensation of the CEO and other executive officers in accordance with those objectives; • reviews and oversees the Company’s compensation and benefit plans; • recommends to the Board compensation for directors; and • prepares the Compensation Discussion and Analysis to be included in the Company’s proxy statements. The Compensation Committee is comprised solely of members who satisfy the applicable independence requirements of the SEC and the NYSE and all such members have been determined to be independent by the Board. Our management provides information and recommendations for the Compensation Committee’s decision-making process regarding the amount and form of executive compensation, except that no member of management will participate in the decision-making process with respect to his or her own compensation. The “Compensation Discussion & Analysis” starting on page 33 of this Proxy Statement discusses the respective roles of our management and the Compensation Committee’s independent outside compensation advisor in determining and recommending executive compensation. | | Committee Members* • George Wolf (Chair) • Anthony Fabiano • Harvey Gutman • David Gold • Robert Patent 5 independent members 9 meetings in 2025 | |

  24. COMMITTEES OF THE BOARD

    Effective January 1, 2026, Messrs. Mitchell and Reinhardt rotated off the Compensation Committee, and Messrs. Fabiano and Gutman joined the Compensation Committee.

  25. COMMITTEES OF THE BOARD

    | Corporate Governance and Nominating Committee | As further described on page 10 of this Proxy Statement, the CG&N Committee is responsible for making recommendations to the Board regarding candidates for directorships and determining the size and composition of the Board and its committees. In addition, the CG&N Committee, among other matters: • develops and recommends procedures for reviewing stockholder recommendations for director nominees; • designs and implements an annual evaluation to determine whether the Board and its committees are functioning effectively. Additional detail regarding the Board and committee effectiveness evaluation process is discussed on page 13. • considers, recommends and reviews policies, practices, systems and disclosures related to the Company’s general strategy on corporate responsibility, corporate governance, community involvement, and other public policy matters relevant to the Company; • reviews related party transactions, as required; and • develops and recommends any changes to the Corporate Governance Guidelines. The CG&N Committee is comprised solely of members who satisfy the applicable independence requirements of the SEC and the NYSE and all such members have been determined to be independent by the Board. | | Committee Members* • Dale Fredston (Chair) • David Gold • Terence Mitchell • Maria Ramirez • Katrina Robinson • George Wolf 6 independent members 5 meetings in 2025 | |

  26. COMMITTEES OF THE BOARD

    * Effective January 1, 2026, Ms. Pamula and Messrs. Reinhardt and Patent rotated off the CG&N Committee, and Ms. Robinson and Mr. Mitchell joined the CG&N Committee.

  27. COMMITTEES OF THE BOARD

    | Risk Committee | The Risk Committee is responsible for assisting the Board in its oversight of the Company’s risks and risk appetite. See Board’s Role in Risk Oversight on page 18 of this Proxy Statement for a discussion of the Risk Committee’s duties and responsibilities. The Risk Committee is comprised solely of non-management members, and a majority of members have been determined to be independent by our Board. | | Committee Members* • Terence Mitchell (Chair) • David Gold • Harvey Gutman • Anthony Fabiano • Chaya Pamula • Maria Ramirez • William Reinhardt 7 independent members 6 meetings in 2025 | |

  28. COMMITTEES OF THE BOARD

    * Mr. Mitchell was appointed as Chair of the Risk Committee in July 2025. Effective January 1, 2026, Mr. Gutman joined the Risk Committee. As discussed in the “Board’s Role in Risk Oversight” section above, the Bank’s board of directors reclassified its Credit Committee and ARG Committee to management-level committees, with the changes effective January 1, 2026. Prior to the change, these committees provided an additional separate forum for the directors to monitor and evaluate the Bank’s credit activities and credit risk management practices. The revised structure is intended to reinforce direct oversight by the Board, including through its Risk Committee and Audit Committee, of all aspects of the Bank’s lending and credit risk practices. Additional information regarding the Credit Committee and ARG Committee activities in 2025 are provided below.

  29. COMMITTEES OF THE BOARD

    | Credit Committee | The Credit Committee was responsible for the review and approval of certain loans of a type and over an amount as outlined in the Bank’s lending policies. The Credit Committee had 5 permanent members, including the Bank’s CEO, Mark DeFazio. Each of the other 7 directors on the Bank’s board of directors who are not ‘permanent members’ served as rotating members of the committee, with rotations occurring on a monthly basis. Through its responsibilities, the frequency of meetings and the unique member rotation schedule, the Credit Committee allowed directors to gain an in-depth understanding of our credit activities, personnel and credit risk management practices, and supplemented management’s reporting to the Board on the quality and composition of the Bank’s credit portfolio and profile. | | Permanent Committee Members • Robert Patent (Chair) • Mark DeFazio • David Gold • Harvey Gutman • William Reinhardt 4 independent members (1 management member) Each other director serves on the committee as a ‘rotating member’ with rotations occurring once a month in 2025 35 meetings in 2025 | |

  30. COMMITTEES OF THE BOARD

    | Asset Recovery Group Committee | The ARG Committee met with senior management to: • review loans of a certain risk rating, • review the Bank’s loan workout policies and procedures, and • evaluate and monitor action plans for certain individual credit risks. The ARG Committee provided the board of directors of the Bank with a separate forum to provide guidance and constructive challenge to management, and actively monitor developments in the quality of the Bank’s most sensitive credits and relationships. | | Committee Members • Robert Patent (Chair) • Mark DeFazio • David Gold • Harvey Gutman • William Reinhardt 4 independent members (1 management member) 4 meetings in 2025 | |

  31. Director Compensation

    Director Compensation The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding non-management director compensation. The Compensation Committee conducts this review annually, with a view to attracting and retaining highly qualified directors and maintaining alignment with stockholders’ interests while not calling into question the directors’ objectivity. The compensation for non-management directors’ services may include annual retainers, shares of our common stock, meeting fees, fees for serving as a committee chair, and fees for serving as a director of one of our subsidiaries (or on committees of the board of directors of such subsidiary).

  32. 2026 Director Compensation

    2026 Director Compensation In the fourth quarter of 2025, the Compensation Committee conducted its annual review of the non-management director compensation framework over multiple meetings. The Compensation Committee carried out its review by closely evaluating several factors that influenced the 2025 director compensation levels, including an elevated number of meetings of the Credit Committee of the Bank’s board of directors in 2025. The Credit Committee schedule was impacted by increased deal flow and a significant volume of transactions brought to the committee for consideration throughout the year. The Compensation Committee also consulted with the CG&N Committee regarding its evaluation of the Board’s structure, the proposal to reclassify the Credit Committee and ARG Committee to management-level committees, as well as the potential additional adjustments to the Board and committee meeting calendar for 2026. As a result of this review, the Compensation Committee proposed changes to the director compensation structure which were adopted by the Board in December 2025. The adjustments are designed to impact 2026 director compensation levels by: 1. Aligning the committee meeting fees and chair retainers with the revised Board committee structure and Board calendar; Supporting a reduction in overall fee levels; Simplifying the fee structure to set a standard rate for committee meeting fees and committee chair retainers for each of the Board’s committees; 4. Establishing a cash fee for directors appointed by the Board to continue attending the management-level Credit Committee meetings as well as a cap on the number of Credit Committee meetings for which such appointees can be compensated; and 5. Further aligning the Company’s director compensation framework with peer practice and investor expectations. The following table sets out the revised cash retainer and meeting fee structure for 2026:

  33. 2026 Director Compensation

    | Compensation Element | Chair Retainer | Per Meeting Fee | Change from 2025 | | Board | $65,000 | N/A | Reduced Chair retainer from $75,000. | | Audit Committee | $25,000 | $2,500 | Reduced Chair retainer from $50,000 and per meeting fee from $5,000. | | Compensation Committee | $25,000 | $2,500 | Increased Chair retainer from $15,000 and reduced per meeting fee from $4,000. | | CG&N Committee | $25,000 | $2,500 | Increased Chair retainer from $15,000 and reduced per meeting fee from $4,000. | | Risk Committee | $25,000 | $2,500 | Reduced Chair retainer from $35,000 and reduced per meeting fee from $4,000. |

  34. 2026 Director Compensation

    The Board also approved a $4,000 per meeting fee for the directors appointed by the Board to continue to attend the Credit Committee meetings as overseers (with a cap on the number of Credit Committee meetings for which such appointees can be compensated).

  35. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION The following table sets forth information regarding the compensation paid to the Company’s non-management directors for the fiscal year ended December 31, 2025. Mr. DeFazio does not receive any additional compensation for service on the Company’s Board and the Bank’s board of directors.

  36. 2025 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Anthony J. Fabiano(3) | 212,333 | 164,475 | 376,808 | | Dale C. Fredston | 105,000 | 164,475 | 269,475 | | David J. Gold(4) | 396,500 | 164,475 | 560,975 | | Harvey M. Gutman(4) | 276,500 | 164,475 | 440,975 | | Terence J. Mitchell(5) | 192,083 | 164,475 | 356,558 | | Chaya Pamula | 101,500 | 164,475 | 265,975 | | Robert C. Patent(4) | 372,500 | 164,475 | 536,975 | | Maria F. Ramirez | 114,000 | 164,475 | 278,475 | | William Reinhardt(4)(6) | 465,583 | 164,475 | 630,058 | | Katrina Robinson | 55,000 | 164,475 | 219,475 | | George J. Wolf, Jr. | 108,500 | 164,475 | 272,975 |

  37. 2025 DIRECTOR COMPENSATION

    (1) As required by SEC rules, amounts in this column represent the aggregate grant date fair value of stock-based compensation expense as required by FASB ASC Topic 718. Refer to note (1) in the Summary Compensation Table for additional detail on the grant date fair value of awards. (2) Based on closing price of $65.79 on January 24, 2025. As of December 31, 2025, each of the directors had 2,500 shares of unvested restricted stock units. (3) Mr. Fabiano served as the Chair of the Risk Committee until Mr. Mitchell’s appointment in July 2025, and therefore received a pro rata portion of the committee Chair retainer. Mr. Fabiano was appointed as Chair of the Audit Committee and the Board in May 2025 and September 2025, respectively, and therefore received a pro rata portion of the Chair retainer for each of those positions. (4) These were the permanent members of the Credit Committee of the Bank’s board of directors during 2025, which met 35 times in the year. Additional members rotated on a monthly basis in 2025. (5) Mr. Mitchell was appointed as Chair of the Risk Committee in July 2025, and therefore received a pro rata portion of the committee Chair retainer. Mr. Reinhardt served as the Chair of the Audit Committee and Chair of the Board until May 2025 and September 2025, respectively, and therefore received a pro rata portion of the Chair retainer for each of those positions.

  38. CD&A Contents

    | 60 | 2025 Awarded Total Direct Compensation | | 61 | 2026 Compensation Program Adjustments | | 61 | 2026 AIP Awards | | 62 | 2026 PRSU Awards | | 64 | Additional Compensation Elements | | 64 | Employment Agreements and Change in Control Arrangements | | 64 | Executive Perquisites | | 64 | Broad-Based Benefits Programs | | 64 | Compensation Determination Process | | 64 | Role of Compensation Committee | | 64 | Analysis of Compensation Risk | | 65 | Role of Compensation Consultant; Independence | | 65 | Role of Management | | 65 | Other Compensation Considerations | | 65 | Anti-Hedging and Pledging Policies | | 65 | Insider Trading Policy | | 66 | Clawback Policy and Forfeiture Provisions | | 66 | Stock Ownership Requirements for Executive Officers | | 67 | Compensation Policy Risk Assessment | | 67 | Tax Deductibility of Executive Officer Compensation | | 67 | Compensation Committee Interlocks and Insider Participation | | 68 | Compensation Committee Report |

  39. COMPENSATION PROGRAM DESIGN

    | | | | | | • maintaining a competitive compensation program appropriate for attracting and retaining key personnel and motivating our executives to create value for our stockholders; | • establishing a direct link between our strategic plan and business priorities and the objectives and incentive opportunities of our executives; | • linking pay directly with performance by calibrating an appropriate level of ‘at-risk’ compensation; and | • discouraging excessive risk-taking and balancing risk and reward, while taking into consideration stakeholder feedback as well as market trends and practices. |

  40. COMPENSATION PROGRAM DESIGN

    To support alignment with these goals, the Compensation Committee, with the assistance of its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), seeks to effectively link pay with performance and provide base salary and incentive-based compensation, including target annual cash incentive compensation and target long-term equity-based incentive compensation, that are competitive with the compensation levels at companies in our compensation benchmarking peer group. As part of its review, the Compensation Committee annually evaluates our executives’ level of compensation, the mix of base salary, incentive-based compensation and retirement, and welfare benefits. In calibrating incentive compensation, the Compensation Committee focuses primarily on pay-for-performance alignment, while considering potential outcomes in the context of the Company’s annual and long-term business plans and strategies and certain other factors, including economic and industry conditions, and compensation practices at the Company’s peers, as well as feedback we receive from our stockholders. The Compensation Committee is committed to establishing goals for corporate and individual performance that are challenging but achievable and tied directly to the Company’s short and long-term objectives.

  41. 2025 PERFORMANCE AND COMPENSATION DETERMINATIONS

    In assessing Mr. DeFazio’s performance for the 2025 performance year, the Compensation Committee recognized the Company’s strong organic growth, which was achieved through management’s focus on client service, developing our diversified deposit verticals and executing against our disciplined underwriting strategy. The Company’s strong financial performance was achieved despite market volatility and a dynamic and evolving regulatory and economic environment. The Compensation Committee also examined the Company’s commitment to investing in key strategic priorities, including the Company’s digital transformation program, our risk management framework, control environment and regulatory affairs, while enhancing and refreshing the talent and leadership pipeline across the organization. The Company made strong progress on key technology initiatives, including in its Modern Banking in Motion digital transformation program and the acceleration of our artificial intelligence strategy. These programs are expected to help further drive operational efficiency, improve the customer experience and accelerate the Company’s long-term growth trajectory. Even with our significant investments in these areas, the Company experienced a growing balance sheet, stable asset quality, and a healthy and growing net interest margin. In terms of financial performance, the Company achieved net interest income growth of 19.8% for the year, a return on average equity of 9.7%, and a Return on Average Tangible Common Equity (“ROATCE”) of 9.8%.(1) EPS increased 11.6% compared to the 2024 fiscal year. The Company also commenced successive common stock repurchase programs totaling $100 million in aggregate as well as a quarterly cash dividend program. The strength of the Company’s financial performance and capital position enabled the Company to accelerate an increase in our dividend, resulting in a 33% increase in the dividend payment compared to the first two quarters’ payments. Based on its consideration of these factors, the Compensation Committee recommended, after applying its scorecard approach, that Mr. DeFazio’s annual total direct compensation, comprised of his base salary as well as his annual and long-term incentive awards, be $4.8 million for the 2025 performance year.

  42. MCB’S PILLARS OF EXCELLENCE

    | 1 | Provide a Competitive Opportunity | Target compensation must be competitive, in particular relative to the New York City market, appropriate for retaining key personnel, and adequate for retaining and motivating executives to advance the Company’s mission and strategy. | | 2 | Use Formulaic Scorecard with Challenging Targets Tied to a Rigorous Strategic Planning Process | Corporate and individual performance targets should be based on challenging short- and long-term objectives that are directly tied to the Company’s rigorous strategic planning efforts and that meaningfully advance the Company’s sustainable growth trajectory. Our executives’ performance should be evaluated using a formulaic scorecard based on these key financial and operating performance measures. | | 3 | Pay for Performance Alignment | The CEO’s compensation mix should tie a majority of target compensation to our performance and be assessed against pre-set strategic, financial and operational measures that directly impact stockholder value creation. Accordingly, approximately 80% of our CEO’s total direct compensation is dependent on achieving certain performance targets (i.e., ‘at-risk’). | | 4 | Emphasize Risk Balancing Features | Executive compensation plans should be tied, in part, to risk-conscious measures. This is intended to incentivize responsible decision-making and a long-term growth orientation while helping the Board set the ‘tone-from-the-top’ and establish a culture of integrity and ethical conduct. |

  43. COMPENSATION AND GOVERNANCE PRACTICES

    | | WHAT WE DO | | WHAT WE AVOID | | • Use an independent compensation consultant that is retained by and reports to the Compensation Committee • Tie a significant portion of executive compensation to individual and Company performance • Conduct an annual risk assessment of our compensation programs • Mitigate compensation risk by subjecting annual and long-term incentive plans to payment caps • Maintain a compensation clawback policy and use forfeiture provisions that give us the ability to recover and cancel incentive awards from our executive officers • Maintain a robust stock ownership requirement for executive officers • Engage in extensive outreach with our stockholders relating to the Company’s compensation program, practices and governance | | • Hedging of Company stock • Pledging of Company stock without Board approval • Encouraging excessive risk-taking through our compensation programs • Providing supplemental executive retirement plans • Offering excessive executive perquisites, including any deferred compensation plans • Using stock options, or repricing or buying-out previously issued stock options • Accruing dividends or dividend equivalents paid on unvested performance-based share unit awards | |

  44. AREAS OF STOCKHOLDER FEEDBACK

    AREAS OF STOCKHOLDER FEEDBACK We learned that our stockholders are generally supportive of the basic tenets and core principles of our compensation program, as described above. Specifically, the institutional investors we spoke with acknowledged the value in (i) having a majority of the CEO’s compensation be “at-risk” and (ii) focusing on risk management and compliance as part of the assessment of an individual executive’s performance. There was also an appreciation that the financial performance metrics included in the executive scorecard and long-term incentive award program were tied to challenging goals based on the Company’s strategic plan. Moreover, the stockholders and the proxy advisory firms we met with commended the Board for directly leading the engagement and soliciting the views of a wide variety of stockholders. However, stockholders expressed concern related to certain aspects of the program design and structure as described in the proxy statement for the 2025 annual meeting. Based on this stockholder feedback, the Compensation Committee convened to prioritize the predominant areas of concern and program elements that were raised most frequently by stockholders. The feedback that we received most consistently during our engagements was regarding our: • Long-Term Incentive Award Performance Period — Stockholders noted the use of a one-year period for evaluating the earnout on the performance-based restricted stock unit awards granted to the CEO and Chief Lending Officer in 2024. • Metrics — Many stockholders expressed a view that, given that the choice of metrics used in the compensation program is up to the Compensation Committee, our disclosures should clearly highlight how the Compensation Committee chose each metric based on the Company’s annual budgeting and strategic planning processes, as well as why each metric is appropriate for inclusion in either the short-term or long-term incentive program. • Stockholders held the view that the Compensation Committee’s process for evaluating and determining the outcome on the “Safety & Soundness” objective in the CEO’s 2024 scorecard could have been more fully developed. Certain stockholders also expressed that financial and quantitative measures of performance should be more heavily weighted than the “Safety and Soundness” measure. Disclosure — Stockholders wanted the Company to enhance its disclosure on executive compensation in certain areas, including with respect to linking performance metrics to the Company’s strategy, detailing the Compensation Committee’s decision process, and discussing the rationales for the metrics, targets, weights and resulting payouts. The following table sets out more detail on certain specific areas of feedback that we received during our stockholder engagement meetings and outlines the Compensation Committee’s proposed response. Further discussion regarding the 2026 compensation program can be found in the “2026 Compensation Program Adjustments” section starting on page 61.

  45. AREAS OF STOCKHOLDER FEEDBACK

    | Topic | What We Heard | Responsive Adjustments for 2026 | | PRSU Award Performance Period | Earnout on long-term incentive awards (our PRSU program) is based on a 1-year performance period with awards vesting in equal installments over three years. Stockholders expressed a strong preference for long-term performance to be measured over a longer time period. | • Adopted a PRSU program with a 3-year, end-to-end performance period, commencing in 2026. • 3-year performance period is more aligned with market practice and institutional stockholder preferences. | | Scorecard and PRSU Metric Overlap | CEO’s scorecard under the Amended and Restated Executive Annual Incentive Plan (the “AIP”) uses performance measures that lead to a perception of overlap with performance measures used to determine the earnout on LTI awards. In 2024, the CEO’s scorecard referenced absolute ROATCE and ‘Safety and Soundness’ and the LTI awards referenced relative ROATCE and ‘Safety and Soundness.’ Investors noted that AIP awards should incorporate calculable, near-term financial metrics and LTI awards should align with measures that are tied to long-term value creation and stockholder returns. | Introduced distinct measures in each of the annual and long-term components of the program: • AIP — performance measures tie directly to the Company’s annual budget and quarterly targets; removed and replaced Safety & Soundness measure with specific financial risk metrics: • Corporate Performance — Net interest income growth, loan growth and EPS Growth • Individual Performance — Liquidity and Interest Rate Risk Management and Credit Portfolio Risk Metrics • PRSU — Removed and replaced Safety & Soundness with metrics tied to long-term stockholder value creation, measured over a three-year performance period: • ROATCE • Tangible Book Value Per Share (“TBV”) growth | | PRSU Metric Design | The ‘Safety and Soundness’ measure in the CEO’s PRSU awards is heavily weighted and gives the impression that compensation outcomes are not formulaic and subject to Compensation Committee discretion. Investors indicated that they expected transparency around the Compensation Committee’s evaluation of qualitative/operational measures, as well as the tangible results of management’s performance. Several investors also discussed replacing the Safety & Soundness measure with quantifiable credit and/or risk proxies (e.g., Net Charge-Offs or Non-Performing Assets). | • As highlighted above, the Compensation Committee determined to use 3-year average TBV growth and ROATCE as the performance measures for the CEO’s 2026 PRSU award, and removed the Safety and Soundness measure. • The 2026 PRSU awards are therefore based on performance metrics that more closely align with stockholder value creation based on a pre-established formula. The ROATCE measure is weighted 60% and the TBV growth measure is weighted 40%. | | | TBV growth was most frequently cited by investors that expressed a preference for specific metrics. Stockholders expressed mixed views on the use of total shareholder return (“TSR”) in the long-term incentive program. Several investors advocated for meaningfully weighting relative TSR in the PRSU program (or at least referencing TSR as a modifier to the earnout at the end of the performance period), while other stockholders noted skepticism about TSR or otherwise preferred the use of fundamental drivers of value creation. | |

  46. 2025 PERFORMANCE ASSESSMENT AND COMPENSATION DETERMINATION PROCESS

    | 1. ESTABLISH GOALS AND TARGETS | 2. EVALUATE PERFORMANCE | 3. DETERMINE COMPENSATION OUTCOMES | | • Conduct market benchmarking and analysis • Confirm corporate performance measures based on the annual budgeting and strategic planning process • Set individual goals in alignment with business plans and corporate strategy • Determine participants for long-term incentive award grants | • Compare Company and individual performance against pre-established goals • Evaluate performance based on financial results and individual performance reviews | • Assess achievement levels against pre-established targets • Recommend total direct compensation |

  47. PEER GROUP

    PEER GROUP As described above, a key element in the Compensation Committee’s process for modifying our compensation program and determining compensation outcomes is the evaluation of the Company’s performance and construction of our executive compensation program against an appropriate set of peers. Each year, the Compensation Committee, with input from its independent compensation consultant, evaluates its benchmarking peer group. While it does not set target compensation to meet any particular benchmark or percentile level based on that peer group, the results of the peer group evaluation is leveraged to calibrate the Company’s compensation program design. While developing an appropriate benchmarking peer group may be challenging for many companies, the Compensation Committee recognizes that the exercise is particularly difficult for the Company in light of our truly unique business model and profile.

  48. Our Unique Operating Model Creates Acute Challenges for Peer Group Construction

    Our Unique Operating Model Creates Acute Challenges for Peer Group Construction • The Company has been a true New York City based commercial bank since its founding in 1999. We are not a savings bank or thrift that has pivoted into commercial banking after developing large branch franchises or offering other financial products and services. • The Company is also a growth-oriented company, and consistently outperforms many other mid-market banks operating in New York on a variety of financial and banking performance measures. • While we have a branch-light franchise, our growth continues to be propelled through core deposit sources, rather than wholesale funding. Management continues to develop and grow deposits in niche deposit verticals, such as municipalities, property managers, and title and escrow companies. • In the absence of a large branch network, our senior executives are the primary drivers of the Company’s relentless focus on client relationships, which supports continued growth in deposit and lending opportunities. This model entails a unique return and risk profile as compared to many other financial institutions that the Compensation Committee may otherwise consider as peers, and the Compensation Committee recognizes that the Company requires executives that have unique skill sets to manage the business model and corresponding risks. These skills are not easily transferable from our peers, some of whom are competing in less expensive and less competitive markets for talent, and these factors influence the Compensation Committee’s approach to establishing executive compensation.

  49. Developments in Current Construction of the Benchmarking Peer Group

    Developments in Current Construction of the Benchmarking Peer Group In light of the Bank’s exit from the global payments business, the Compensation Committee reconstituted its peer group for the 2024 performance year to more closely capture similarly sized and situated banks that primarily focus on commercial banking activities. As part of this evaluation, the Compensation Committee reviewed the compensation benchmarking peer group with a lens on: • Operations and scale — financial institutions that operate within range of the Company’s key size indicators (primarily total assets and market capitalization) and within the Company’s industry sub-classification (Regional Banking). Business characteristics — financial institutions that are public companies listed on major U.S. exchanges, that compete directly with the Company for talent due to the primary business similarities, that attract similar investor profiles and that focus primarily on commercial banking (as expressed by commercial loans as a percentage of total loans). The Compensation Committee reevaluated the Company’s peer group in 2025. Based on its review and the comprehensive evaluation that the Company conducted in 2024, as well as in light of feedback that we received from stockholders in the course of the Company’s investor outreach, the Compensation Committee determined not to make any further changes to the benchmarking peer group for the 2025 performance year. The compensation benchmarking peer group approved by the Compensation Committee was as follows:

  50. COMPENSATION BENCHMARKING PEER GROUP

    COMPENSATION BENCHMARKING PEER GROUP

  51. COMPENSATION BENCHMARKING PEER GROUP

    | Amalgamated Financial Corp. (AMAL) | Dime Community Bancshares, Inc. (DCOM) | Pathward Financial, Inc. (CASH) | | Bank First Corporation (BFC) | Enterprise Bancorp, Inc. (EBTC) | QCR Holdings, Inc. (QCRH) | | Blue Foundry Bancorp (BLFY) | First Foundation Inc. (FFWM) | The Bancorp, Inc. (TBBK) | | Byline Bancorp, Inc. (BY) | National Bank Holdings Corporation (NBHC) | Univest Financial Corporation (UVSP) | | ConnectOne Bancorp, Inc. (CNOB) | NB Bancorp, Inc. (NBBK) | Veritex Holdings, Inc. (VBTX) |

  52. 2025 PAY COMPONENTS

    | | Element | Type | 2025 Key Features | | | FIXED COMPENSATION | Base Salary | Cash | When setting base salaries, the Compensation Committee considers factors such as experience, responsibilities, job performance, and market compensation information. In 2025, the Compensation Committee approved base salary increases for all NEOs except the CEO. The approved salary increase for Mr. Dougherty (comprising an annual merit increase plus a mid-year market adjustment) reflected the significant expansion of his role in driving the Company’s strategy and key transformational initiatives. The Compensation Committee approved salary increases for the other NEOs (except the CEO) in the range of 4% – 5%. | | | INCENTIVE COMPENSATION | Annual Incentives — Executive Scorecard | Cash and Equity | The Compensation Committee develops an executive scorecard for each executive officer and certain key personnel pursuant to the AIP. A participant’s earnout is based on two components: (i) the Company’s achievement of pre-established financial results (i.e., the corporate component), and (ii) individual performance objectives tied to each participant’s specific role and responsibilities. The performance metrics generally have threshold, target and maximum goals to further align pay with increased levels of performance. These incentive awards are paid out in a mix of cash and RSUs that vest in equal installments over three years. | Link to Performance • Outcomes are determined based on a comprehensive review of corporate and individual performance • Significant portion of incentive compensation is awarded in deferred equity awards, which helps reinforce alignment with stockholder interests • PRSU awards are intended to motivate and reward achievement of long-term financial goals that drive stockholder returns • 100% of incentive compensation is subject to risk assessment, clawback and forfeiture | | | Long-Term — PRSU Awards | Equity | The Compensation Committee determines PRSU grants for the NEOs based on a variety of factors, including each executive’s performance, previous grant history, comparison to our peer group, and retention needs. | |

  53. 2025 NEO TARGET DIRECT COMPENSATION

    2025 NEO TARGET DIRECT COMPENSATION * For our CEO, AIP award is paid 66.7% in cash and 33.3% in RSUs. For our other NEOs, the AIP award is paid 25% in cash and 75% in RSUs. A further description of each element of our NEO’s target total direct compensation is set forth below.

  54. Incentive Compensation Program — Executive Scorecard

    Incentive Compensation Program — Executive Scorecard In accordance with the Company’s compensation philosophy, as discussed above, a significant portion of the compensation of our NEOs is performance-based and payable only if pre-established Company and individual performance objectives are achieved. For each NEO, the Compensation Committee first establishes the target bonuses under the Company’s AIP based on a percentage of such NEO’s annual base salary. The Compensation Committee uses a scorecard approach to determine incentive compensation outcomes for our NEOs. Executive scorecards are established by the Compensation Committee at the beginning of each year based on a pre-set mix of financial and non-financial goals. The scorecard effectively sets the formula with which the Compensation Committee determines the actual AIP bonus payout for each NEO following the performance period. The results and the corresponding earnouts are subject to minimum and maximum payout levels as established by the Compensation Committee. Consistent with prior years, the Compensation Committee set the 2025 target AIP bonus for the CEO at 150% of base salary, and the target AIP bonuses for each other NEO were set at 100% of base salary, with a threshold payout of 50% of salary and a maximum payout of 150% of salary, in each case upon achievement of the executive’s pre-established goals. The 2025 executive scorecards consist of the following components: • Corporate Component — The Compensation Committee leverages the Board’s annual budgeting and strategic planning process to select financial metrics that apply for each NEO’s scorecard. In the first quarter of 2025, the Compensation Committee established a scorecard for each of our executive officers, including the threshold, target and maximum performance levels for each corporate financial metric and individual performance measure. The Compensation Committee determined to use Net Interest Income Growth and ROATCE. The use of ROATCE is consistent with prior years, while the Compensation Committee determined to use Net Interest Income Growth in 2025 instead of Net Income Growth, which was used for the 2023 and 2024 performance years. The following table provides a summary of the rationale for the Compensation Committee’s selection of these measures for the corporate component of the executive scorecard, as well as a description of the methodology the Compensation Committee used to set the target performance level for each measure:

  55. Incentive Compensation Program — Executive Scorecard

    Adjusted ROATCE is a non-GAAP financial measure. For further discussion of these adjustments, see “Pay Versus Performance” below as well as the reconciliation to the corresponding GAAP measure in Appendix A. After the 2025 performance year, the Board, on approval and recommendation from the Compensation Committee, reviewed and approved the executive scorecard results and corresponding AIP bonus payouts, as summarized for each NEO in the 2025 Incentive Compensation Determinations section starting on page 55. • Individual Performance Measures — The Compensation Committee evaluates the business plans and initiatives of the Company to establish individual goals specific to each NEO’s area of responsibility. The individual performance metrics included in each NEO’s scorecard are established based on aspects of the individual’s area of control and responsibility that directly impact Company profitability, risk management and regulatory compliance. For each NEO other than the CEO, the individual performance measures included on the scorecard are based on input from the CEO, are intended to align with the Company’s strategic direction and are consistent with its enterprise-wide performance management process. • Corporate and Individual Performance Weighting — The Compensation Committee assigns each metric in an executive’s scorecard a weight. For 2025, the Compensation Committee established the following weights: • CEO — The corporate component is weighted 80% of the scorecard result, and the remaining 20% of the payout is based on performance against the Risk, Regulatory and Control measure. • Other NEOs — The corporate component is weighted 50% of the scorecard result, and the individual performance component is weighted 50%. In addition, as part of the Company’s annual enterprise-wide performance management process, each performance measure within the individual performance component of the scorecard is assigned a weight. • Corporate and Individual Performance Levels — The Compensation Committee establishes threshold (i.e., minimum performance level at which a payout for a specific measure may be earned), target, and maximum performance levels for each measure included on an executive’s scorecard. For the corporate component, the threshold, target and maximum performance levels are based directly on the Company’s operating plan for the year, as approved by the Board. The Compensation Committee also assigns performance levels for each individual performance measure based on the CEO’s input (in the case of the non-CEO NEOs) in alignment with the Company’s strategic direction and consistent with its enterprise-wide performance management process. If, at the end of the performance period, the Compensation Committee determined that a NEO has met or exceeded the requirements for a specific goal, that NEO is given 100% or more credit for the weighting of a particular category. If it is determined that a specific goal is attained at the threshold level, the NEO is given 85% credit for the weighting of that particular performance goal. • Pay Mix — each NEO’s actual AIP bonus is paid out in a mix of cash and RSUs. For our CEO, the AIP bonus is paid 66.7% in cash and 33.3% in RSUs that vest in equal installments over three years. For all other NEOs, the AIP bonus is paid 25% in cash and 75% in RSUs that vest in equal installments over three years. This pay mix reflects the Compensation Committee’s philosophy, as discussed in Compensation Philosophy section above. Our pay-for-performance oriented culture relies heavily on stock-based compensation to better align the interests of our employees with those of our stockholders. The Compensation Committee wants to incentivize our employees to act like ‘owners,’ which supports our ability to maintain our highly personalized approach to developing client relationships. In addition, as a bank headquartered in New York City, we operate in a highly competitive market for talent, including large financial institutions. Using equity compensation heavily in the AIP bonus structure is a tool that differentiates the Company’s pay packages from peers. The Compensation Committee determined, consistent with prior years, to adjust the CEO’s AIP pay mix to differ from the other NEOs because he receives a significant portion of his target total direct compensation in the form of long-term incentive awards, and the Compensation Committee believes that the increased cash award appropriately balances rewarding performance with retention considerations. In addition, the Company may grant, subject to the approval of the Compensation Committee and the Board, discretionary annual incentive payments.

  56. Incentive Compensation Program — PRSU Awards

    Incentive Compensation Program — PRSU Awards Long-term incentive awards in the form of performance-based stock units are the third key component of our executive compensation program. The Compensation Committee believes that this combination of long-term time and performance-based equity complements the annual cash incentive compensation and base salary components of executive pay and helps guide management in balancing short-term decisions with long-term outcomes. As discussed above, the Compensation Committee retains discretion to grant PRSU awards to our NEOs in addition to the scorecard-based incentive awards. The Compensation Committee evaluates the following factors, among others, when considering each NEO’s incentive mix to establish their target total direct compensation: the executive’s performance and previous equity grant history, • our peer group, including market benchmarking of the executive’s target and actual total direct compensation, and • the Company’s strategic goals and retention needs. Consistent with the prior year, the Compensation Committee determined to grant Mr. DeFazio, our CEO, and Mr. Lublin, our Chief Lending Officer, PRSUs as part of their target total incentive compensation. The Compensation Committee believes that the use of PRSUs in the pay package for the CEO and Chief Lending Officer is appropriate given the unique influence that these employees have on the Company’s growth trajectory, the achievement of business outcomes and our overall strategic direction. Importantly, the Compensation Committee views the PRSUs as a tool that rewards executives for outperformance, and for our CEO, the performance measures embedded in the PRSU awards are set at target levels that exceed the performance of our peers. In addition to supporting the retention of our key personnel, the PRSUs are designed to promote business decisions that drive long-term, sustainable value creation and align our executives’ interests with our stockholders’ interests while also encouraging long-term stock ownership. Furthermore, the Compensation Committee believes that limiting the use of PRSUs to our two highest-paid NEOs is appropriate given the size, complexity and risk profile of our organization, as well as the potential costs and burdens of broadening our long-term compensation plan. In early 2025, in connection with the annual process of establishing the NEO executive scorecards, the Compensation Committee set the terms for the 2025 PRSU awards. The 2025 PRSU awards consist of the following components: • Target Value — the Compensation Committee established the target value for the PRSU awards as a supplement to the target AIP bonus level (which, as discussed above, is set at 150% of salary for Mr. DeFazio and 100% of salary for Mr. Lublin). The PRSU awards express the target number of shares that the executive will earn at the end of the performance period derived from the stock price at market close on the applicable date prior to the grant of the award. • Performance Measures and Weighting — The Compensation Committee determined to use separate performance measures for the 2025 PRSU awards for Messrs. DeFazio and Lublin. The performance measures were selected to reflect specific initiatives and objectives that each of Mr. DeFazio and Mr. Lublin are directly responsible for. These measures are tied to the Company’s strategic plan, with particular emphasis on advancing the Company’s progress in accordance with two of its key strategic pillars: (i) enhancing and scaling the Company’s risk management framework and control environment and (ii) executing on our core commercial banking activities. The Compensation Committee also assigned a weight to each of the performance measures embedded in the PRSU awards. • Performance Period — for the 2025 PRSUs, the Compensation Committee determined to evaluate the earnout based on a one-year performance period, consistent with the 2024 PRSU program. The PRSUs are earned in the form of restricted stock units which vest in three equal installments beginning one year after the date of grant if the executive meets the requisite thresholds. The 2025 PRSU program was established prior to the Company’s 2025 annual meeting of stockholders. As discussed in more detail in the 2026 Compensation Program Adjustments starting on page 61, following the Compensation Committee’s reevaluation of the Company’s pay practices in light of stockholder feedback received through our robust engagement process, the Compensation Committee determined to set the performance period for 2026 PRSUs to a three-year period. The Compensation Committee believes that the use of a three-year performance period for long-term, performance-based incentive awards more appropriately captures the Company’s progress against medium-term goals, better reflects the typical credit cycle, and aligns more closely with industry practice and our stockholders’ expectations. Subject to the program adjustments described in more detail in the 2026 Compensation Program Adjustments section of this CD&A, the Compensation Committee expects to continue the practice of granting PRSUs to our CEO and Chief Lending Officer on an annual, rolling basis. The following tables summarize the 2025 PRSU awards for Messrs. DeFazio and Lublin, respectively, and include a description of the rationale and target-setting methodology for each measure included in the award.

  57. Mark DeFazio (President and CEO) — 2025 PRSU Awards

    | Measure | Description/Rationale | Target Setting Methodology | | Relative ROATCE Percentile Ranking | As discussed, our ROATCE performance is considered an important proxy for management’s effectiveness in generating earnings for common stockholders.(1) Notably, this measure is relative (contrary to the measure included in the corporate component of the executive scorecard), which helps align our CEO’s compensation directly to the Company’s performance and our stockholders’ returns during the performance period. For the 2025 PRSUs, the ranking is based on the ROATCE Benchmarking Peer Group, rather than the compensation benchmarking peer group outlined in the Peer Group section above (in 2024, the PRSUs earned out in part based on relative ROATCE ranking against the full compensation benchmarking peer group). Additional detail regarding ROATCE and the ROATCE Benchmarking Peer Group is provided below. | 50% of the PRSU award earnout is based on this performance measure. The number of RSUs that can be earned at the end of the performance period is contingent on attaining a relative ROATCE percentile ranking as outlined below: • 100% for 65th percentile or higher • 75% for 60th to 65th percentile • 50% for 55th to 60th percentile • 0% for 55th percentile or below The target is intended to set a meaningful benchmark for our CEO, and the earnout is contingent on outperformance (greater than 55th percentile) against a predetermined subset of our peers. Half of the CEO’s PRSU award earnout is contingent on outperforming a majority of peers. | | Non-Financial Measures — Risk, Regulatory and Control | Enhancing and scaling the Company’s risk management framework is one of our main strategic pillars. The Compensation Committee believes it is important to embed risk management-related metrics into the CEO’s compensation plan to help ensure that we can execute our strategic initiatives with an appropriate level of risk. This measure also supports the Board with setting a ‘tone from the top’ more broadly and establishing a culture of integrity, ethical conduct and responsible decision-making throughout the Company. | 50% of the PRSU award earnout is based on the Compensation Committee’s evaluation of the CEO’s achievement in enhancing and scaling the Company’s risk management framework and infrastructure, its control environment and the overall safety and soundness of the enterprise, in line with the Company’s strategic plan. The metrics that the Compensation Committee identified for evaluating performance on this component of the award include, among others: • progress on regulatory enhancement program deliverables and the Company’s readiness to cross the $10 billion asset threshold • the Company’s capital and liquidity profile and corresponding Board and management risk indicators • commercial loan portfolio reports and credit risk metrics and internal and external audit reports and loan review reports |

  58. Mark DeFazio (President and CEO) — 2025 PRSU Awards

    (1) ROATCE is a non-GAAP financial measure. See reconciliation in Appendix A. ROATCE Benchmarking Peer Group — To determine the relative ROATCE component of Mr. DeFazio’s 2025 PRSU awards, the Compensation Committee approved a smaller group of financial services companies to serve as the ROATCE Benchmarking Peer Group. The ROATCE Benchmarking Peer Group selected by the Compensation Committee reflects a group of nine financial institutions that are mostly larger than the Company but that, in the view of the Compensation Committee, more closely compete with the Company for investors’ capital as well as core lending and deposit opportunities in the markets that the Company operates. The Compensation Committee believes this smaller peer group provides a more focused and meaningful comparison of the Company’s effectiveness in generating returns for stockholders without reference to banks in the broader compensation benchmarking peer group with return profiles that may not be as directly comparable to the Company’s return profile. The companies in the ROATCE Benchmarking Peer Group and their ticker symbols are set forth below:

  59. 2025 ROATCE BENCHMARKING PEER GROUP

    2025 ROATCE BENCHMARKING PEER GROUP

  60. 2025 ROATCE BENCHMARKING PEER GROUP

    | Bankwell Financial Group Inc. (BWFG) Brookline Bancorp, Inc. (BRKL) ConnectOne Bancorp, Inc. (CNOB) Dime Community Bancshares, Inc. (DCOM) Flushing Financial Corporation (FFIC) | Israel Discount Bank of New York OceanFirst Financial Corp. (OCFC) Provident Financial Services, Inc. (PFS) Valley National Bancorp (VLY) |

  61. 2025 NEO Target Direct Compensation

    | Name | Annual Base Salary ($) | Target Annual Incentive ($) | Target PRSU Awards ($) | Target Total Direct Compensation ($) | | Mark R. DeFazio President and CEO | 1,000,000 | 1,500,000(1) | 2,000,000(2) | 4,500,000 | | Scott Lublin EVP and Chief Lending Officer | 531,434 | 531,434(3) | 1,000,000(1) | 2,062,868 | | Daniel Dougherty EVP and CFO | 500,000 | 500,000(3) | — | 1,000,000 | | Laura Capra EVP and Head of Retail Banking | 427,866 | 427,866(3) | — | 855,732 | | Nick Rosenberg EVP and Chief Business Development Officer | 450,935 | 450,935(3) | — | 901,870 |

  62. Executive Scorecard Results

    | AIP Performance Measures | Target ($) | Outcome | Incentive Payout ($) | | Corporate Performance (80%) | 1,200,000 | Exceeds | 1,500,000 | | Non-Financial – Risk, Regulatory and Control (20%) | 300,000 | Meets | 300,000 | | Total(1) | 1,500,000 | | 1,800,000(2) |

  63. 2025 PRSU Results

    2025 PRSU Results The Compensation Committee established a target value for Mr. DeFazio’s 2025 PRSU award at $2 million. As discussed above, 50% of the 2025 PRSU earnout was subject to the achievement of a relative ROATCE in at least the 55th percentile of the ROATCE Benchmarking Peer Group, and 50% was subject to the achievement of certain non-financial measures related to risk, regulatory and control. The description of Mr. DeFazio’s 2025 PRSU award, including the performance measures selected, is provided further on page 53. The Company’s return on average equity was 9.7% and the return on average tangible common equity was 9.8%, which was between the 60th and 65th percentile of the ROATCE Benchmarking Peer Group. The Company’s Adjusted ROATCE of 10.5% finished above the 65th percentile of the ROATCE Benchmarking Peer Group.(1) Further, based on the Compensation Committee’s evaluation of Mr. DeFazio’s performance, as outlined above, the Compensation Committee determined to recommend to the Board an outcome of ‘Meets’ on the risk and control-related measure included in his 2025 PRSU award. Accordingly, the Compensation Committee assessed the earnout for Mr. DeFazio’s 2025 PRSU award at 100% of target.

  64. 2025 PRSU Results

    | 2025 PRSU Award | Target Value (# of Restricted Stock Units) | Outcome | Earnout (# of Restricted Stock Units) | | Adjusted ROATCE(1) Performance (50%) | 17,603 | Meets | 17,603 | | Non-Financial – Risk, Regulatory and Control (50%) | 17,602 | Meets | 17,602 | | Total(2) | | | 35,205(2) |

  65. 2025 Performance Highlights

    2025 Performance Highlights The Compensation Committee determined Mr. DeFazio’s performance level as ‘Meets’ for the Risk, Regulatory and Control measures in his executive scorecard and 2025 PRSU award. As part of its evaluation, the Compensation Committee reviewed input provided by the Chief Risk Officer, Chief Credit Officer, Chief Internal Auditor, and Chief Financial Officer. The Compensation Committee observed, among other factors: • That the Company’s enterprise risk management framework was enhanced to support crossing the $10 billion asset threshold, including significant work on the Company’s compliance management systems and risk governance framework. • The executive team’s significant investments in people, processes, and systems with the goal of reducing the frequency and impact of operational, cybersecurity, and noncompliance incidents. The Company’s asset-liability management, liquidity stress and capital measures at year-end as well as on a pro forma basis over the strategic plan horizon. For the performance year, management continued to operate within acceptable credit risk measures and concentration limits, and the asset quality of the Company’s commercial loan portfolio remained satisfactory with a stable direction of risk based on both internal and external, independent assessments. • The CEO’s relationship and engagement with the Company’s regulators. • Internal and external Audit assessments of the Company’s control environment.

  66. Executive Scorecard Results

    | AIP Performance Measures | Target ($) | Outcome | Incentive Payout ($) | | Corporate Performance (50%) | 265,717 | Exceeds | 332,146 | | Individual Performance (50%) | 265,717 | Exceeds | 318,861 | | Total(2) | 531,434 | | 651,007(1) |

  67. 2025 PRSU Results

    | 2025 PRSU Award | Target Value (# of Restricted Stock Units) | Outcome | Earnout (# of Restricted Stock Units) | | Corporate Performance (70%) | 12,321 | Meets | 12,321 | | Individual Performance (30%) | 5,281 | Meets | 5,281 | | Total(2) | | | 17,602(1) |

  68. Executive Scorecard Results

    | AIP Performance Measures | Target ($) | Outcome | Incentive Payout ($) | | Corporate Performance (50%) | 250,000 | Exceeds | 312,500 | | Individual Performance (50%) | 250,000 | Exceeds | 343,750 | | Total(2) | 500,000 | | 656,250(1) |

  69. Executive Scorecard Results

    | AIP Performance Measures | Target ($) | Outcome | Incentive Payout ($) | | Corporate Performance (50%) | 213,933 | Exceeds | 267,417 | | Individual Performance (50%) | 213,933 | Exceeds | 288,810 | | Total(2) | 427,866 | | 556,227(1) |

  70. Executive Scorecard Results

    | AIP Performance Measures | Target ($) | Outcome | Incentive Payout ($) | | Corporate Performance (50%) | 225,468 | Exceeds | 281,834 | | Individual Performance (50%) | 225,468 | Meets | 225,468 | | Total(2) | 450,936 | | 507,302(1) |

  71. 2025 AWARDED TOTAL DIRECT COMPENSATION

    | Name | Annual Base Salary ($) | Annual Incentive Payout ($) | PRSU Award Payout | | Total Direct Compensation ($) | | | | | (Outcome) | ($)(3) | | | Mark R. DeFazio President and CEO | 1,000,000 | 1,800,000(1) | Target | 2,000,000 | 4,800,000 | | Scott Lublin EVP and Chief Lending Officer | 531,434 | 651,007(2) | Target | 1,000,000 | 2,182,441 | | Daniel Dougherty EVP and CFO | 500,000 | 656,250(2) | — | — | 1,156,250 |

  72. 2025 AWARDED TOTAL DIRECT COMPENSATION

    | Name | Annual Base Salary ($) | Annual Incentive Payout ($) | PRSU Award Payout | | Total Direct Compensation ($) | | | | | (Outcome) | ($)(3) | | | Laura Capra EVP and Head of Retail Banking | 427,866 | 556,227(2) | — | — | 984,093 | | Nick Rosenberg EVP and Chief Business Development Officer | 450,936 | 507,302(2) | — | — | 958,237 |

  73. 2025 AWARDED TOTAL DIRECT COMPENSATION

    (1) Payable $1,200,000 in cash and $600,000 in restricted stock units, which vests in three equal annual installments beginning on the first anniversary of the date of grant. (2) Payable 25% in cash and 75% in restricted stock units, which vest in three equal installments beginning approximately one year after the date of grant. (3) Represents aggregate grant date fair value of PRSU awards computed in accordance with FASB ASC Topic 718. Payable in restricted stock units, which vest in three equal installments beginning approximately one year after the date of grant.

  74. 2026 AIP AWARDS

    2026 AIP AWARDS A key component of the Compensation Committee’s approach in establishing 2026 executive scorecards was to use performance measures for the corporate component that tie more directly to the Company’s annual budget and quarterly targets and that contribute to, but do not overlap with, the Company’s LTI performance metrics. To that end, the Compensation Committee determined to incorporate the following measures for evaluating the corporate component for the CEO’s 2026 executive scorecard:

  75. 2026 AIP AWARDS

    | Measure | Description/Rationale | | Net Interest Income Growth (12.5%) | • As a true commercial bank, net interest income growth is the primary driver of profitability for the Company. The measure approximates management’s ability to effectively drive net interest margin, efficiently manage the Company’s balance sheet, and exercise loan and deposit pricing discipline on a quarter-over-quarter basis. The outcome directly measures management’s execution against our core business activities and strategy. • Net Interest Income Growth is calculated on a GAAP basis. | | Loan Growth (12.5%) (New for 2026) | • Continuing to demonstrate strong loan growth and converting the Company’s strong pipeline into originations is a primary measure by which the Company’s short-term performance is measured. • This measure is established based on the Company’s annual operating plan and budget, as approved by the Board in early 2026. |

  76. 2026 AIP AWARDS

    | Measure | Description/Rationale | | EPS Growth (25%) (New for 2026) | • The Company’s EPS growth is a key short-term measure that reflects management’s operational execution, including with respect to its expense base and ability to generate capital. As a key driver of stock price valuation and movement, the measure further aligns management’s short-term business and operational performance with the stockholder experience. • The EPS Growth figure is adjusted for certain customary matters, including capital actions, mergers or acquisitions. | | Liquidity and Interest Rate Risk Management and Credit Portfolio Risk Metrics (50%) (New for 2026) | • Reflects management’s execution of the Company’s capital plan and asset-liability strategy, as well as the ability of management to operate within the Board-approved risk appetite and corresponding financial and credit risk limits. A strong liquidity position and disciplined asset-liability management are critical to protecting the Company from earnings volatility, capital depletion and regulatory, customer and public scrutiny. • The Compensation Committee will evaluate several relevant risk metrics and performance indicators to determine the CEO’s performance outcome at the end of the performance period, and has determined not to place weightings on the indicators that are evaluated. |

  77. 2026 PRSU AWARDS

    2026 PRSU AWARDS As discussed above, the Compensation Committee made a number of important changes to the 2026 PRSU awards to be granted to Mr. DeFazio as part of his 2026 incentive compensation package. The 2026 PRSU award program consists of the following components: • Target Value — the Compensation Committee established the target value for the PRSU awards as a supplement to the target AIP bonus level. The PRSU awards express the target number of shares that the participant will earn at the end of the performance period derived from the stock price at market close on the applicable date prior to the grant of the award. The Compensation Committee determined to continue its practices of granting PRSUs to our CEO and calibrated the target for 2026 to help ensure that a meaningful amount of his compensation is ‘at-risk’ and is tied to long-term performance. • Performance Period and Vesting (New for 2026) — for the 2026 PRSUs, the Compensation Committee determined to evaluate the earnout based on a three-year performance period. In light of stockholder feedback received through our robust engagement process, the Compensation Committee determined to lengthen the performance period to a three-year period, which the Compensation Committee believes more appropriately captures the Company’s progress against medium-term goals, reflects the typical credit cycle, and aligns more closely with industry practice and our stockholders’ expectations. The PRSU awards cliff vest at the time that the Compensation Committee evaluates the earnout of the award at the end of the three-year performance period (i.e., the Compensation Committee will evaluate the number of shares earned on the 2026 PRSUs following the completion of the 2028 calendar year, with the shares vesting following such determination). The Compensation Committee expects to continue its practice of granting PRSUs to the CEO on an annual, rolling basis, such that the CEO will receive new three-year PRSU awards each year. Performance Measures and Weighting (New for 2026) — The Compensation Committee determined to use performance measures that more closely align to stockholder value creation over the course of the performance period. The Compensation Committee removed and replaced the qualitative Risk, Regulatory and Control aspect of the PRSU program in favor of pre-established financial measures tied directly to long-term stockholder value creation. The removal of the Risk, Regulatory and Control component of the long-term incentive program also addresses stockholder feedback regarding ambiguity and overlap with measures used in the annual incentive program. The specific measures included in the 2026 PRSU awards, as well as their respective weights are:

  78. 2026 PRSU AWARDS

    | Measure | Description/Rationale | | Return on Average Tangible Common Equity (60%) | • As discussed, our ROATCE performance is an important measurement of management’s effectiveness in generating earnings for common stockholders. The inclusion of this measure is intended to incentivize management to efficiently allocate capital in a manner that supports business growth and enhances the value of the Company for our stockholders. • The 2025 PRSU awards include ROATCE on a relative basis. The Compensation Committee determined that the absolute ROATCE figure is a preferrable measure of performance over a long-term performance period as it mitigates the potential for idiosyncratic or company specific outcomes in the peer group (e.g., mergers and acquisitions, capital actions, etc.) having an outsized influence or skewing the results over the performance cycle. Moreover, using an absolute figure simplifies the long-term incentive program and eliminates the inherent challenges in establishing a fair and comparable peer group. • The ROATCE target ties directly to the Company’s strategic outlook and three-year plan as approved by the Board in January 2026. | | Tangible Book Value Per Share Growth (40%) | • Many stockholders confirmed the importance of TBV growth as a measure for evaluating a financial institution’s performance over the long-term. This measure captures management’s ability to compound real equity over time, and sustained TBV growth requires strong core earnings, prudent balance sheet management and appropriate capital deployment. The measure therefore provides a holistic way to assess management’s effectiveness and the Company’s ability to create value for stockholders over the long-term. • The Compensation Committee established the TBV Growth target based on the Company’s strategic outlook and three-year plan, including anticipated capital actions over the performance period, as well as historical TBV performance. |

  79. 2026 PRSU AWARDS

    For 2026 PRSU awards, the earnout for each performance measure will be determined based on the CEO’s actual achievement level between the threshold, target, and maximum performance goal, with a potential earnout between 50% and 200% for threshold and maximum performance, respectively. Failure to achieve the threshold on either performance measure would result in no payout for that measure. The Compensation Committee believes that this new feature further aligns our CEO’s interests with those of our stockholders by incentivizing outperformance in the creation of long term value.

  80. Determination to Include TBV Growth in the PRSU Award Program

    Determination to Include TBV Growth in the PRSU Award Program In response to stockholder feedback, the Compensation Committee committed to including TBV growth as a performance measure for the long-term incentive awards to support greater alignment with stockholder interests over the performance period. The Compensation Committee considered a range of alternative metrics, including TSR, in evaluating adjustments to the 2026 PRSU award program. The determination to include TBV growth and forgo TSR was based on a number of factors, including: • The frequency with which the measure was cited by investors who expressed a preference for the inclusion of specific metrics in the compensation program. • The fact that stockholders expressed mixed views on the use of TSR in the long-term incentive program. While several investors advocated for meaningfully weighting relative TSR in the PRSU program (or at least referencing TSR as a modifier to the earnout at the end of the performance period), other stockholders noted skepticism about TSR, or preferred that we use fundamental drivers of value creation in our program. • The Compensation Committee’s belief that TSR is heavily affected by market sentiment, interest-rate cycles and macroeconomic factors outside of executives’ control. The Compensation Committee noted that the Company is a small cap company and our stock price is more exposed to volatility from market factors and sentiment unrelated to the business’s underlying performance. For example, the Company has relatively recent experience with material fluctuations in its stock price without any connection to Company specific information or events, including during the market disruption from the regional bank crisis of 2023. During the period, the Company experienced outsized stock price pressure for a period of time owing to the failure of other banks in the Company’s market, despite the Company’s solid core performance during and throughout the period. The Compensation Committee’s belief that TBV growth is consistent with, and better captures, the Company’s risk and regulatory objectives. TBV growth emphasizes management’s ability to build capital and loss-absorbing equity through prudent capital allocation and risk management. The Compensation Committee expressed concern that TSR-based metrics may incentivize management to pursue riskier strategies like aggressive share repurchases which could deteriorate the Company’s capital position and the quality of its balance sheet in the long run. • The Compensation Committee’s evaluation of peer practice and alternative approaches in the industry.

  81. EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS

    EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS The Company maintains employment agreements with Mr. DeFazio and Mr. Lublin and change in control agreements with Ms. Capra, Mr. Rosenberg and Mr. Dougherty. The employment agreements set forth Mr. DeFazio and Mr. Lublin’s base salary and employee benefits, as well as providing them with the opportunity to receive certain post-employment payments and benefits, including acceleration of equity awards in the case of certain involuntary terminations of employment without cause or resignations for good reason. The employment agreements also prohibit them from recruiting or soliciting our employees or customers or disclosing our confidential information or business practices. The change in control arrangements provide Ms. Capra, Mr. Rosenberg and Mr. Dougherty with the opportunity to receive certain post-employment payments and benefits in the case of certain qualifying terminations of employments following a change in control of the Company or Bank. Additional information on the terms and provisions of the agreements and arrangements can be found in the Compensation Matters section of this Proxy Statement starting on page 69.

  82. ROLE OF COMPENSATION CONSULTANT; INDEPENDENCE

    ROLE OF COMPENSATION CONSULTANT; INDEPENDENCE The Compensation Committee continued to retain the services of FW Cook in 2025 to provide executive compensation consulting services. FW Cook helped facilitate the executive officer compensation process, including the annual review and update of the compensation peer group for comparing our executive officer’s compensation to the market, and FW Cook assisted in the preparation of certain proxy statement disclosures. Throughout the year, FW Cook attends certain meetings of the Compensation Committee. They also provide input on meeting materials and advise on other matters considered by the Compensation Committee. FW Cook reported directly to the Compensation Committee, who has the authority, in its sole discretion, to retain any adviser to assist in the performance of its duties or to terminate any advisor to the Compensation Committee. The Compensation Committee annually reviews the independence of its compensation consultant. FW Cook maintains, and has provided to the Compensation Committee, a written policy designed to avoid and address potential conflicts of interest. After taking into account the factors set forth in the SEC and NYSE rules, the Compensation Committee determined that FW Cook is independent and that there is no conflict of interest resulting from the FW Cook relationship with the Company in 2025.

  83. CLAWBACK POLICY AND FORFEITURE PROVISIONS

    | Clawback/Forfeiture Trigger | Clawback/Forfeiture Provision | | Clawback Policy Incentive-based compensation received during the three prior fiscal years is subject to recovery in the event (i) of an accounting restatement or (ii) an executive is determined to have engaged in certain forms of corporate misconduct (e.g., breach of fiduciary duty, causing significant harm to the Company’s reputation, etc.) | • Restatement: The Company must claw back awarded incentive-based compensation in excess of the amount the executive would have received had the award been determined on the restated financial measure(s) • Misconduct: The Company may claw back all or a portion of the executive’s incentive-based compensation. The Compensation Committee may determine that any unpaid or unvested incentive-based compensation is forfeited in connection with the misconduct. | | Equity Plan Equity awards are subject to forfeiture in the event an employee is terminated for cause (e.g., personal dishonesty, breaches of the Company’s Code of Ethics, etc.) or, subject to certain exceptions (e.g., disability, retirement, etc.), if the employee leaves the Company for any reason. | • RSUs: All unvested RSUs are deemed expired and forfeited. • PRSUs: All unvested PRSUs are deemed expired and forfeited. | | Employment Agreements Executives terminated for cause (e.g., self-dealing, fraud, etc.) forfeit their rights to equity awards they would have been entitled to if they had been terminated for another reason (except as otherwise required by law). | • Following a termination for cause, an executive does not have the right to receive any compensation or benefits for any period after the date of their termination, including compensation or benefits that they would otherwise have been entitled to receive after a termination under another provision of their employment agreement. |

  84. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information as to the total compensation paid to the Company’s NEOs for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023. In accordance with SEC rules, the total compensation paid to the Company’s NEOs reflects the value of equity-based awards for the year they are granted (as opposed to the performance year to which they are earned). A summary of the Compensation Committee’s decisions on the compensation awarded to our NEOs for 2025 performance can be found in the Compensation Discussion & Analysis section of this Proxy Statement, which begins on page 33.

  85. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Mark R. DeFazio President and CEO | 2025 | 1,000,000 | 2,549,972 | 1,200,000 | 34,713 | 4,784,685 | | | 2024 | 1,000,000 | 3,499,968 | 1,100,000 | 34,024 | 5,633,992 | | | 2023 | 980,000 | 1,500,000 | 500,000 | 26,460 | 3,006,460 | | Scott Lublin EVP and Chief Lending Officer | 2025 | 531,434 | 1,383,201 | 162,752 | 19,252 | 2,096,639 | | | 2024 | 510,994 | 1,460,614 | 127,749 | 17,866 | 2,117,223 | | | 2023 | 491,341 | 531,498 | 153,544 | 11,460 | 1,187,843 | | Daniel Dougherty EVP and Chief Financial Officer | 2025 | 500,000 | 356,236 | 164,062 | 18,298 | 1,038,596 | | | 2024 | 400,000 | 225,000 | 118,750 | 17,224 | 760,974 | | | 2023 | 400,000 | 100,000 | 75,000 | 11,460 | 586,460 | | Laura Capra EVP and Head of Retail Banking | 2025 | 427,867 | 317,023 | 139,057 | 18,116 | 902,063 | | | 2024 | 407,492 | 349,279 | 105,693 | 17,713 | 880,177 | | | 2023 | 388,088 | 370,829 | 116,426 | 11,460 | 886,803 | | Nick Rosenberg EVP and Head of Global Payments | 2025 | 450,935 | 325,193 | 126,826 | 16,463 | 919,417 | | | 2024 | 433,591 | 320,504 | 108,398 | 15,979 | 878,472 | | | 2023 | 416,915 | 409,831 | 106,835 | 11,460 | 945,041 |

  86. Summary Compensation Table

    (1) Amounts in this column represent the aggregate grant date fair value of stock awards granted during the year indicated with respect to performance during the prior year. For example, the stock awards granted to the NEOs in 2025 were for the 2024 performance year. The NEOs were also granted stock awards in 2026 for the 2025 performance year, which are not shown in the table above. The grant date fair values are calculated in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions for these grants, see Note 13 (Stock Compensation Plan) to our Consolidated Financial Statements included in our Form 10-K for the year-ended December 31, 2025. (2) For 2025, the amounts set forth in the All Other Compensation column from the table above includes the following items:

  87. Summary Compensation Table

    | Name | Life Insurance Premiums ($) | Transportation ($) | 401(k) Employer Contribution ($) | Executive Supplemental Life and Disability Insurance Premiums ($) | Total ($) | | Mark R. DeFazio | $720 | $17,476 | $10,500 | $6,017 | $34,713 | | Scott Lublin | $720 | $780 | $10,500 | $5,956 | $17,956 | | Daniel Dougherty | $720 | $780 | $10,500 | $5,314 | $17,314 | | Laura Capra | $720 | $780 | $10,500 | $5,803 | $17,803 | | Nick Rosenberg | $720 | $780 | $10,500 | $4,069 | $16,069 |

  88. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table sets forth information on plan-based awards made to the NEOs in 2025:

  89. Grant of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target (#) | Maximum (#) | | | | Mark R. DeFazio | PRSU | 3/26/2025 | — | — | — | — | — | — | 35,205 | 1,999,996 | | | RSU | 3/1/2025 | — | — | — | — | — | — | 9,453 | 549,976 | | | AIP | | 750,000 | 1,500,000 | 2,250,000 | — | — | — | — | — | | Scott Lublin | PRSU | 3/26/2025 | — | — | — | — | — | — | 17,602 | 999,970 | | | RSU | 3/1/2025 | — | — | — | — | — | — | 6,587 | 383,232 | | | AIP | | 252,431 | 531,434 | 783,866 | — | — | — | — | — | | Daniel Dougherty | RSU | 3/1/2025 | — | — | — | — | — | — | 6,123 | 356,236 | | | AIP | | 250,000 | 500,000 | 750,000 | — | — | — | — | — | | Laura Capra | RSU | 3/1/2025 | — | — | — | — | — | — | 5,449 | 317,023 | | | AIP | | 192,540 | 427,866 | 620,407 | — | — | — | — | — | | Nick Rosenberg | RSU | 3/1/2025 | — | — | — | — | — | — | 5,589 | 325,168 | | | AIP | | 225,468 | 450,935 | 676,403 | — | — | — | — | — |

  90. Grant of Plan-Based Awards

    (1) The amounts in these columns represent the threshold, target and maximum amounts of potential cash incentive payments that may be earned under the AIP as established by the Compensation Committee. The AIP and awards are described under “Compensation Discussion and Analysis — 2025 Incentive Compensation Determinations.” The actual amounts earned by each executive, and which were paid in a mix of cash and restricted stock units, are disclosed in the Summary Compensation Table. (2) The amounts in these columns represent the target number of shares that may be earned with respect to PRSUs granted in 2025. These awards are described under “Compensation Discussion and Analysis — 2025 Incentive Compensation Determinations.” The amounts reported are the aggregate grant date fair value of restricted stock units and PRSU awards computed in accordance with FASB ASC Topic 718. Refer to note (1) in the Summary Compensation Table for additional detail on the grant date fair value of awards. Details regarding outstanding stock awards can be found in the Outstanding Equity Awards at Fiscal Year-End table.

  91. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning unexercised stock options and unvested restricted stock awards for each NEO as of December 31, 2025.

  92. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | | Option Award Grant Date | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable | Option exercise price ($) | Option expiration date | Stock Award Grant Date | Number of shares or units of stock that have not vested | Fair value of shares or units of stock that have not vested(1) ($) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested(1) ($) | | Mark R. DeFazio | — | — | — | — | — | 3/26/2025 | — | — | 35,205(2) | 2,688,254 | | | — | — | — | — | — | 3/1/2025 | 9,453(6) | 721,831 | — | — | | | — | — | — | — | — | 5/30/2024 | 16,280(5) | 1,243,141 | — | — | | | — | — | — | — | — | 3/1/2024 | 8,104(4) | 618,821 | — | — | | | — | — | — | — | — | 3/1/2023 | 2,977(3) | 227,324 | — | — | | Scott Lublin | — | — | — | — | — | 3/26/2025 | — | — | 17,602(2) | 1,344,089 | | | — | — | — | — | — | 3/1/2025 | 6,587(6) | 502,983 | — | — | | | — | — | — | — | — | 5/30/2024 | 4,884(5) | 372,942 | — | — | | | — | — | — | — | — | 3/1/2024 | 7,466(4) | 570,104 | — | — | | | — | — | — | — | — | 3/1/2023 | 3,164(3) | 241,603 | — | — | | Daniel Dougherty | — | — | — | — | — | 3/1/2025 | 6,123(6) | 467,552 | — | — | | | — | — | — | — | — | 3/1/2024 | 3,646(4) | 278,409 | — | — | | | — | — | — | — | — | 3/1/2023 | 595(3) | 45,434 | — | — | | Laura Capra | — | — | — | — | — | 3/1/2025 | 5,449(6) | 416,086 | — | — | | | — | — | — | — | — | 3/1/2024 | 5,661(5) | 432,274 | — | — | | | — | — | — | — | — | 3/1/2023 | 2,208(3) | 168,603 | — | — | | Nick Rosenberg | — | — | — | — | — | 3/1/2025 | 5,589(6) | 426,776 | — | — | | | — | — | — | — | — | 3/1/2024 | 5,194(4) | 396,614 | — | — | | | — | — | — | — | — | 3/1/2023 | 2,440(3) | 186,318 | — | — |

  93. Outstanding Equity Awards at Fiscal Year-End

    (1) Based on the $76.36 per share trading price of the Company’s common stock on December 31, 2025. (2) Vest in three equal annual installments beginning on March 26, 2026. (3) Vest in three equal annual installments beginning on March 1, 2024. (4) Vest in three equal annual installments beginning on March 1, 2025. (5) Vest in three equal annual installments beginning on June 1, 2025.

  94. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table provides information for each of our NEOs regarding the exercise of stock options and the vesting of stock awards during 2025, value realized upon the exercise of stock options and the vesting of stock awards is based on the market price of company stock on the applicable exercise or vesting date.

  95. Option Exercises and Stock Vested Table

    | | Options Exercises and Stock Vested | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting ($) | | Mark R. DeFazio | — | — | 41,121 | 2,519,456 | | Scott Lublin | — | — | 10,733 | 658,949 | | Daniel Dougherty | — | — | 2,419 | 146,180 | | Laura Capra | — | — | 6,244 | 377,325 | | Nick Rosenberg | — | — | 6,473 | 391,163 |

  96. Option Exercises and Stock Vested Table

    (1) Includes the gross number of restricted stock units that vested or were settled and paid in 2025, and includes any amounts that were withheld for applicable taxes. We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like equity awards. Accordingly, we have no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information. In the event we determine to grant new awards of stock options or similar equity awards in the future, the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  97. Pension Benefits

    Pension Benefits This Proxy Statement does not contain a pension benefits table since the Company did not maintain a defined benefit pension plan as of December 31, 2025.

  98. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation This Proxy Statement does not contain a nonqualified deferred compensation table since the Company did not maintain a nonqualified deferred compensation plan as of December 31, 2025.

  99. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The following table summarizes the estimated payments that would be made to the NEOs upon termination of employment as of December 31, 2025, pursuant to each executive’s employment agreement, change in control agreement and equity awards. The amounts shown do not include the executive’s vested account balance in the Company’s 401(k) Plan. The amounts shown relating to unvested restricted stock awards, unvested restricted stock units and unvested performance-based restricted stock units are based on the fair market value of the Company’s common stock on December 31, 2025, which was $76.36. The actual amounts to be paid to an executive can only be determined at the time of such executive’s separation from service with the Company. The following table provides the estimated amount of compensation payable to our NEOs for each of the termination events listed below.

  100. Potential Payments Upon Termination or Change-in-Control

    | Name | Compensation Element | Termination for Cause(1) ($) | Termination Without Cause or for Good Reason(2)(7) ($) | Payments Due Upon Change in Control(3)(7) ($) | Disability(4) ($) | Death(5) ($) | | Mark R. DeFazio | Cash Severance | — | 4,200,000 | 4,200,000 | 4,200,000 | 4,200,000 | | | Restricted Stock Vesting(6) | — | 5,499,371 | 5,499,371 | 5,499,371 | 5,499,371 | | Scott Lublin | Cash Severance | — | 1,190,617 | 1,190,617 | 531,434 | 531,434 | | | Restricted Stock Vesting(6) | — | 3,031,721 | 3,031,721 | 3,031,721 | 3,031,721 | | Daniel Dougherty | Cash Severance | — | 500,000 | 500,000 | 500,000 | 500,000 | | | Restricted Stock Vesting(6) | — | 791,395 | 791,395 | 791,395 | 791,395 | | Laura Capra | Cash Severance | — | 427,492 | 427,492 | 427,492 | 427,492 | | | Restricted Stock Vesting(6) | — | 1,016,962 | 1,016,962 | 1,016,962 | 1,016,962 | | Nick Rosenberg | Cash Severance | — | 1,038,481 | 1,038,481 | 1,038,481 | 1,038,481 | | | Restricted Stock Vesting(6) | — | 1,006,272 | 1,006,272 | 1,006,272 | 1,006,272 |

  101. Potential Payments Upon Termination or Change-in-Control

    (1) Upon a termination for “cause” (as defined in the applicable agreements), the executive will have no right to receive compensation or other benefits under the employment agreement. In addition, the executive will forfeit all non-vested restricted stock unit awards. (2) Under Mr. DeFazio and Mr. Lublin’s employment agreement, respectively, upon an involuntary termination for a reason other than for cause or if the executive voluntarily resigns for “good reason” (as defined in the employment agreement): (i) Mr. DeFazio (or, upon death, his beneficiary) would be entitled to receive a severance payment in the form of a cash lump sum equal to the sum of: (i) three (3) times the executive’s base salary; plus (ii) an amount equivalent to the bonus payment received by, and/or determined to be paid to, the executive with respect to the year immediately prior to the year in which occurred such termination, and (ii) Mr. Lublin (or, upon death, his beneficiary) would be entitled to receive a severance payment in the form of a cash lump sum equal to two (2) times the executive’s base salary. If the executive is a “specified employee” (as defined in Section 409A of the Code), the amounts payable under the employment agreement may be paid on the first day of the seventh month following the executive’s separation from service. In addition, Messrs. DeFazio and Lublin’s employment agreements provide that in the event of an involuntary termination for a reason other than for cause or if the executive voluntarily resigns for good reason, the executive shall become immediately vested in any outstanding unvested equity or equity-based awards. (3) Under Mr. DeFazio’s employment agreement, upon the occurrence of a change in control, Mr. DeFazio (or, upon death, his beneficiary) would be entitled to receive a severance payment in the form of a cash lump sum equal to the sum of: (i) three (3) times the executive’s base salary; plus (ii) an amount equivalent to the bonus payment received by, and/or determined to be paid to, the executive with respect to the year immediately prior to the year in which occurred such termination. Under Mr. Lublin’s employment agreement, upon an involuntary termination for a reason other than for cause or if the executive voluntarily resigns for good reason in connection with or following a change in control, Mr. Lublin (or, upon death, his beneficiary) would be entitled to receive a severance payment in the form of a cash lump sum equal to two (2) times the executive’s base salary. In addition, Messrs. DeFazio and Lublin’s employment agreements provide that in the event of an involuntary termination for a reason other than for cause or if the executive voluntarily resigns for good reason in connection with or following a change in control, the executive shall become immediately vested in any outstanding unvested equity or equity-based awards. Mr. DeFazio would also be entitled to receive a tax indemnification payment if payments under the employment agreement trigger liability under Section 280G of the Code for the excise tax applicable to “excess parachute payments.” Because the estimated payments to Mr. DeFazio are not expected to trigger liability under Section 280G of the Code, no tax indemnification payment is reflected in the above table. The employment agreement entered into with Mr. Lublin provides that the change in control severance payment will be reduced by the minimum dollar amount necessary to avoid an excess parachute payment. The above table discloses the full amount of Mr. Lublin’s severance payment, and it is possible that the payment amount would be required to be reduced to avoid liability under Section 280G of the Code for the excise tax applicable to “excess parachute payments.” Under Mr. DeFazio’s employment agreement, in the event of a disability (as defined in the applicable disability insurance policies), Mr. DeFazio will receive benefits under any short-term or long-term disability plans maintained by the Bank. In the event of a short-term disability, Mr. DeFazio will pay to the Company any amounts he receives as short-term disability payments from the short-term disability insurance policy and the Company will continue to compensate Mr. DeFazio, in the full amount owing to him, as if Mr. DeFazio had not suffered a disability. In the event of a long-term disability, Mr. DeFazio will pay to the Company any amounts he receives as long-term disability payments from the long-term disability insurance policy and the Company will continue to compensate him, in the full amount owing to him, as if he had not suffered a disability, for a period of 30 days. Within 30 days of the date of such disability, Mr. DeFazio would be entitled to: (x) a cash lump sum payment equal to three times his base salary plus an amount equivalent to the bonus received by, and/or determined to be paid to, him with respect to the year immediately before the year in which such disability occurred, (y) in addition, Mr. DeFazio would become fully vested in any outstanding unvested equity awards, and these amounts are shown in the above table. Under Mr. Lublin’s employment agreement, in the event of a disability, Mr. Lublin would be entitled to: a cash lump sum payment equal to one times his base salary and Mr. Lublin would become fully vested in any outstanding unvested equity awards, and these amounts are shown in the above table. Under Mr. Dougherty and Ms. Capra’s employment agreement, respectively, in the event of a disability, the executive would be entitled to a cash lump sum payment equal to one times their base salary. Under Mr. Rosenberg’s employment agreement, in the event of a disability, the executive would be entitled to a cash lump sum payment equal to two times his base salary. (5) Under Mr. DeFazio’s employment agreement, upon death, the executive’s beneficiary would be entitled to receive a payment equal to the sum of: (i) three (3) times the executive’s base salary; plus (ii) an amount equivalent to the bonus payment received by, and/or determined to be paid to, the executive with respect to the year immediately prior to the year in which occurred such termination. Under Mr. Lublin’s employment agreement, upon death, the executive’s beneficiary would be entitled to receive a payment equal to one (1) time the executive’s base salary. In addition, Messrs. DeFazio and Lublin’s employment agreements provide that upon death, both executives shall become immediately vested in any outstanding unvested equity or equity-based awards. Under Mr. Rosenberg’s employment agreement, upon death subsequent to a change in control or termination of employment (as such terms are defined in the agreement), the executive’s beneficiary would be entitled to receive payment equal to two times the executive’s base salary. Under Mr. Dougherty and Ms. Capra’s employment agreement, respectively, upon death (subsequent to a change in control or termination of employment (as such terms are defined in the agreement), the executive’s beneficiary would be entitled to receive payment equal to one times the executive’s base salary. (6) The amount shown reflects the value of non-vested restricted stock awards, restricted stock units and performance shares that become vested.

  102. Potential Payments Upon Termination or Change-in-Control

    Messrs. Dougherty and Rosenberg’s change in control agreements provide that if the executive terminates his employment for good reason (as such term is defined in the agreement) or the Company terminates his employment for a reason other than for cause (as such term is defined in the agreement) on or after a change in control (as defined in the agreement) and during the term of the agreement, then: (a) Mr. Rosenberg will receive a lump sum severance payment equal to two times the greater of his base salary as of the date of termination or the base salary in effect immediately prior to the date of a change in control and two times the highest rate of bonus earned by Mr. Rosenberg in any one of the three calendar years immediately preceding the year in which the termination of employment occurs, and (b) Mr. Dougherty will receive a cash severance amount equal to one times the greater of the executive’s base salary in effect as of the date of termination or the base salary in effect immediately prior to the date of a change in control, payable by lump sum. Notwithstanding the foregoing, the payments required under the change in control agreements will be reduced to the extent necessary to avoid penalties under Section 280G of the Internal Revenue Code. The above table discloses the full amount of the payment, and it is possible that the payment amount would be required to be reduced to avoid liability under Section 280G of the Code for the excise tax applicable to “excess parachute payments.” Ms. Capra’s change in control agreement provides that if the executive terminates employment in a qualifying termination (as such term is defined in the agreement), within twelve (12) months following a change in control for reasons other than good cause, the executive will be entitled to a payment equal to the executive’s annual base cash compensation.

  103. CEO Pay Ratio

    CEO Pay Ratio As required by applicable SEC rules, the Company is providing the following information about the relationship of the annual total compensation of the Company’s median employee to the annual total compensation of Mr. DeFazio, the Company’s Chief Executive Officer and President. For 2025, the Company’s last completed fiscal year: • the annual total compensation of the Company’s median employee was $134,283; and • the annual total compensation of the CEO as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $4,784,685. Based on this information, for 2025 the CEO’s annual total compensation was approximately 36 times that of the annual total compensation of the Company’s median employee. The Company took the following steps to identify its median employee, as well as to determine the annual total compensation of the Company’s median employee and its CEO. 1. The Company determined that, as of December 31, 2025 (“Determination Date”) its employee population consisted of 328 individuals (326 full-time employees and 2 part-time employees). 2. To identify the “median employee” from its employee population, the Company used the amount of “gross wages” for the identified employees as reflected in the Company’s payroll records for the period in the fiscal year through the Determination Date. For gross wages, the Company generally used the total amount of compensation the employees were paid before any taxes, deductions, insurance premiums, and other payroll withholding. The Company did not use any statistical sampling techniques. 3. For the annual total compensation of the Company’s median employee, the Company identified and calculated the elements of that employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x), resulting in annual total compensation of $134,283. 4. For the annual total compensation of the CEO (inclusive solely of compensation paid or awarded by the Company), the Company used the amount reported in the “Total” column of the Summary Compensation Table included in this Proxy Statement. The required CEO pay ratio information reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from the Company’s, is likely not comparable to the Company’s SEC-required or supplemental CEO pay ratios. We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs. The amounts set forth below under the headings Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) or CEO and Average CAP to non-PEO NEOs have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnote (2) below sets forth the adjustments from the Total Compensation for the PEO and non-PEO NEOs reported in the Summary Compensation Table above. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.” Because CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in the stock price and therefore, may be higher or lower than Summary Compensation Table compensation values.

  104. CEO Pay Ratio

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Fixed $100 Investment Based on:(4) | | | | | Year(1) | Summary Compensation Table for PEO ($) | Compensation Actually Paid to PEO(2)(3) ($) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(5) ($) | Net Income ($ in millions) | Non-GAAP Adjusted ROATCE (%) | | 2025 | 4,784,685 | 6,254,191 | 1,239,179 | 1,607,182 | 211 | 153 | 71.1 | 10.6% | | 2024 | 5,633,992 | 4,962,333 | 1,159,212 | 1,000,104 | 161 | 143 | 66.7 | 12.2% | | 2023 | 3,006,460 | 2,805,553 | 871,001 | 721,022 | 153 | 127 | 77.3 | 16.8% | | 2022 | 4,612,094 | 2,045,247 | 960,656 | 249,561 | 162 | 127 | 59.4 | 16.6% | | 2021 | 4,377,178 | 8,378,208 | 1,928,708 | 3,506,689 | 294 | 137 | 60.6 | 15.2% |

  105. CEO Pay Ratio

    (1) The PEO in all five reporting years is Mark R. DeFazio. The other NEOs in the 2025 and 2024 reporting years are Laura Capra, Daniel Dougherty, Scott Lublin, and Nick Rosenberg. The other NEOs in the 2023 reporting year are Laura Capra, Daniel Dougherty, Scott Lublin, Nick Rosenberg, and Gregory Sigrist. The other NEOs in the 2022 reporting year are Laura Capra, Scott Lublin, Nick Rosenberg, and Gregory Sigrist. The other NEOs in the 2021 reporting year are Scott Lublin and Nick Rosenberg.

  106. CEO Pay Ratio

    | PEO Adjustments | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 4,784,685 | 5,633,992 | 3,006,460 | 4,612,094 | 4,377,178 | | (Deduct): Fair Value of Equity Awards Included in Summary Compensation Table | (2,549,972) | (3,499,968) | (1,500,000) | (3,106,384) | (2,991,918) | | Add: Fair Value of awards Granted in Current Year and Outstanding and Unvested at Year-End | 3,410,085 | 3,555,918 | 1,483,852 | 2,085,836 | 5,224,444 | | Add (Deduct): Change in Fair Value of Awards Granted in Prior Years and Outstanding and Unvested at Year-End | 491,404 | 22,931 | (90,008) | (1,232,921) | 397,882 | | Add: Fair Value of Awards Granted and Vested in Current Year | — | — | — | — | — | | Add (Deduct): Change in Fair Value of awards Granted in Prior Years that Vested during Year | 117,989 | (750,539) | (94,751) | (313,378) | 1,370,622 | | Add: Fair Value of Equity Awards Granted in Prior Years Forfeited in the Covered Year | — | — | — | — | — | | Total CAP | 6,254,191 | 4,962,333 | 2,805,553 | 2,045,247 | 8,378,208 |

  107. CEO Pay Ratio

    SEC rules require certain adjustments be made to values disclosed in the Summary Compensation Table to determine CAP. For purposes of the pension valuation adjustments, NEOs do not participate in any defined benefit plan and as such are not included in the table below. The following tables detail the applicable adjustments that were made to determine CAP.

  108. CEO Pay Ratio

    | Non-PEO NEO Adjustments | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 1,239,179 | 1,159,212 | 871,001 | 960,656 | 1,928,708 | | (Deduct): Fair Value of Equity Awards Included in Summary Compensation Table | (595,413) | (588,849) | (352,729) | (404,985) | (1,301,678) | | Add: Fair Value of awards Granted in Current Year and Outstanding and Unvested at Year-End | 789,391 | 534,594 | 279,392 | 233,668 | 2,328,053 | | Add (Deduct): Change in Fair Value of Awards Granted in Prior Years and Outstanding and Unvested at Year-End | 158,308 | 15,740 | (16,450) | (439,833) | 159,560 | | Add: Fair Value of Awards Granted and Vested in Current Year | — | — | — | — | — | | Add (Deduct): Change in Fair Value of awards Granted in Prior Years that Vested during Year | 15,717 | (120,593) | (13,279) | (99,945) | 392,046 | | Add: Fair Value of Equity Awards Granted in Prior Years Forfeited in the Covered Year | — | — | 46,913 | — | — | | Total CAP | 1,607,182 | 1,000,104 | 721,022 | 249,561 | 3,506,689 |

  109. CEO Pay Ratio

    (3) The fair value of performance shares/units reporting for CAP purposes in columns (c) and (e) reflects calculated performance at the end of the performance year for internal metrics, in accordance with FASB ASC 718. Performance share/units subject to internal metrics will ultimately vest based on measured performance through the end of the performance period. (4) Reflects the total shareholder return indexed to $100 per share for the KBW Regional Bank Index, which is the industry line peer group reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (5) Total Shareholder Return is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (6) Adjusted ROATCE is a non-GAAP financial measure. See reconciliation in Appendix A.

  110. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The following charts show the relationship between the Company’s cumulative five-year Total Shareholder Return (“TSR”) and the cumulative five-year TSR of the KBW Regional Bank Index, as well as CAP and the required financial performance measures in the Pay Versus Performance table above — Company TSR, Peer Group TSR, Net Income and the Company-selected measure of Adjusted ROATCE.

  111. Analysis of the Information Presented in the Pay Versus Performance Table

    | | The Company’s Audit Committee has approved the engagement of Crowe LLP to be its independent registered public accounting firm for the year ending December 31, 2026, subject to the ratification of the engagement by the Company’s stockholders. We are asking stockholders to ratify the Audit Committee’s engagement of Crowe LLP for the year ending December 31, 2026. |

  112. Analysis of the Information Presented in the Pay Versus Performance Table

    | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF CROWE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026. |

  113. Analysis of the Information Presented in the Pay Versus Performance Table

    The Company’s Audit Committee has direct responsibility over: • The appointment, compensation, and oversight of the work of our independent registered public accountants engaged to prepare an audit report or to perform other audit, review or attestation services for us. • Approving all audit engagement fees and terms and all non-audit engagements of the independent registered public accountants. • Annually evaluating Crowe LLP, including its qualifications and independence, and replacing Crowe LLP as our independent registered public accountant, as appropriate. • Ensuring that the independent registered public accounting firm has a process in place to address the rotation of the lead audit partner and other audit partners serving the account as required under applicable auditor independence rules. Crowe LLP has served as our registered public accounting firm since 2008. As in prior years, the Audit Committee engaged in a review of Crowe LLP in connection with considering whether to recommend that stockholders ratify the selection of Crowe LLP as our independent auditor for 2026. In that review, the Audit Committee considered: • the continued independence of Crowe LLP; • Crowe LLP’s demonstrated understanding of the financial services industry in general and the Company’s business in particular; and • the professionalism of Crowe LLP’s team, including their exhibited professional skepticism, objectivity and integrity. To assist the Audit Committee with its review, management prepares an annual assessment of Crowe LLP that includes the results of a survey of management and Audit Committee members regarding Crowe LLP’s overall performance and Crowe LLP’s fees and services. In addition, Crowe LLP provides to, and reviews with, the Audit Committee an analysis of its independence, including the policies that Crowe LLP follows with respect to rotating key audit personnel so that there is a new partner-in-charge at least every five years. Even if the engagement of Crowe LLP is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests of the Company and its stockholders. A representative of Crowe LLP is expected to attend the Annual Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions.