DEF 14A of Dime Commercial Bancshares, Inc. /NY/, Apr 13, 2026

DEF 14A of Dime Commercial Bancshares, Inc. /NY/

Filed Apr 13, 2026 · FY20250001104659-26-042646

Open on EDGAR

  1. To be Held on May 28, 2026

    | CEO PAY RATIO | 54 | | PAY VERSUS PERFORMANCE DISCLOSURE | 54 | | DELINQUENT SECTION 16(a) REPORTS | 59 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 59 | | PROPOSAL 2. — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 60 | | PROPOSAL 3. — NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 61 | | PROPOSAL 4. — APPROVAL OF AMENDMENT TO BYLAWS TO CHANGE COMPANY NAME | 62 | | SHAREHOLDER PROPOSALS UNDER SEC RULES | 62 | | ADVANCE NOTICE OF BUSINESS OR NOMINATIONS TO BE BROUGHT BEFORE AN ANNUAL MEETING | 62 | | OTHER MATTERS | 63 | | HOUSEHOLDING | 63 | | ANNUAL REPORT | 63 | | APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP MEASURES | A-1 |

  2. PROPOSAL 1. — ELECTION OF DIRECTORS

    PROPOSAL 1. — ELECTION OF DIRECTORS The Company’s Board of Directors currently consists of eleven (11) members. Each director is elected annually to serve for a one-year term and until his or her successor shall have been elected and qualified. All members of the Board of Directors of the Company also serve on the Board of the Bank.

  3. Information as to Nominees

    Information as to Nominees The Board of Directors has nominated the following directors to serve on the Board for a term to expire at the 2027 annual meeting of shareholders. The business experience of each of the Company’s directors nominated to be elected as directors, as well as the qualifications, attributes and skills that led the Board of Directors to conclude that each director should serve on the Board are as follows:

  4. Information as to Nominees

    | Kenneth J. Mahon | Paul M. Aguggia | Rosemarie Chen | | Age: 75 Director since: 2021 | Age: 63 Director since: 2022 | Age: 59 Director since: 2021 | | Mr. Mahon is Chairman of the Board of Directors of the Company and the Bank. He was Executive Chairman for a three-year period following the closing of the merger (“Merger”) of Dime Community Bancshares, Inc. (“Legacy Dime”) and Bridge Bancorp, Inc. (“Legacy BNB”) in 2021 and until 2024. He was a director of Legacy Dime since 2002 and served as its Chief Executive Officer beginning in 2017. He joined Legacy Dime in 1980, prior to which he was affiliated with two other New York area banks. Mr. Mahon served as a director of the Federal Home Loan Bank of New York from 2017 until 2023. Mr. Mahon’s extensive knowledge of the banking industry and our Bank specifically provides valuable insight and counsel to the Board. | Mr. Aguggia has been a director of the Company since September 2022. He is currently a partner with the law firm of Holland & Knight LLP. Prior to joining Holland & Knight LLP in 2018, Mr. Aguggia was chairman and chief executive officer of Clifton Bancorp, Inc. from 2014 until its merger with Kearny Financial Corp. He also served as chairman of the law firm of Kilpatrick Townsend & Stockton LLP. Mr. Aguggia has extensive experience with banks and financial services companies through his over 35 years representing such clients on their most significant mergers and acquisitions and capital markets transactions, as well as on securities law, regulatory, and corporate governance matters, and through his service as an executive and a board member of a publicly held financial institution. Mr. Aguggia’s vast experience in the financial services industry and expertise in corporate and banking law provide valuable knowledge to the Board. | Ms. Chen was appointed a director of the Company effective with the closing of the Merger. She previously served as a director of Legacy Dime since 2017. Ms. Chen is currently the Global Financial Services Industry Leader at Willis Towers Watson, a global advisory, broker, and solutions company where she has advised on compensation, talent management, and performance development as well as on a variety of corporate governance matters. Prior to joining Willis Towers Watson, Ms. Chen held senior executive roles with Deloitte Consulting and Aon Hewitt/McLagan Partners. Ms .Chen’s more than 20 years of experience in working across human capital management and technology in support of aligning business strategies with talent solutions are valuable resources to the Board. |

  5. Information as to Nominees

    | Judith H. Germano | Matthew A. Lindenbaum | | Age: 56 Director since: 2023 | Age: 63 Director since: 2018 | | Ms. Germano was appointed a director of the Company in September 2023. Ms. Germano, an attorney, is founder and lead counsel of Germano Law LLC, Montclair, New Jersey, a boutique law firm she founded in 2013. Ms. Germano primarily advises and represents public and privately held companies on cybersecurity and AI governance, privacy, regulatory compliance, investigations, complex fraud matters, and litigation risk and strategy. Ms. Germano previously served with the U.S. Attorney's Office, District of New Jersey, for eleven years, including as Chief of the Economic Crimes Unit. Ms. Germano also worked with the global law firm of Shearman & Sterling LLP and served as a federal law clerk to judges on the U.S. Court of Appeals, Second Circuit, and the U.S. District Court, District of Connecticut. Ms. Germano’s expertise in cybersecurity, AI and data privacy governance, regulatory compliance, and risk management provide valuable insights and perspectives to the Board. | Mr. Lindenbaum is Principal, Managing Member and Portfolio Manager of Basswood Capital Management, LLC. He has been a director of the Company since 2018. Mr. Lindenbaum previously served as Vice Chairman of Community National Bank (“CNB”) and was a director at CNB from 2005 to 2015. He has also served as a director of Hudson Valley Holding Corp from 2014 to 2015. Mr. Lindenbaum is an experienced investor in community banks and his investor background and experience along with his service on the Board of Directors of other community banks are considered valuable attributes for service on the Board. |

  6. Information as to Nominees

    | | Stuart H. Lubow | | | | Age: 68 Director since: 2023 | | | After earning an accounting degree at Moravian, Mr. Lubow began his banking career at Chase Manhattan Bank, N.A., as assistant treasurer in the corporate subsidiary and management information systems audit division. Over the next several years, he worked at multiple banks, steadily taking on more complex auditing roles. At the age of 29, Mr. Lubow was named Chief Operating Officer of Dollar Dry Dock, where he supervised more than 300 employees. At the time, the bank was shifting from a traditional teller-based model to financial retail centers that provided services such as wealth management, mortgages, and financial planning. Mr. Lubow led the launch of a state-of-the-art ATM network to increase convenience for customers and introduced a quality assurance program to evaluate and improve existing operations. He also oversaw the outsourcing of the bank’s MIS function, which resulted in significant efficiency improvements. | Subsequent to his tenure at Dollar Dry Dock, Mr. Lubow was recruited by two banks that were turnaround situations. In both roles, he stabilized operations while implementing strategies that restored profitability in a short period of time. In 2008 Mr. Lubow founded a new bank (Community National Bank) from the ground up and shaped every aspect of its strategy from branch locations to community engagement. At Community National Bank, Mr. Lubow pioneered a business banking single-point-of-contact relationship model in which one banker manages all of a client’s needs, including loans, deposits, treasury services, and cash management. After the sale of Community National to Bridgehampton National Bank, Mr. Lubow joined Dime Community Bank as its Chief Banking Officer in 2017. He was promoted to President in 2019 and was an integral part of Dime’s merger transaction with Bridgehampton National Bank that created a $12 billion Long Island banking powerhouse. In September 2023, he was appointed CEO of Dime. Over the past decade, Mr. Lubow has transformed Dime from its legacy thrift business model into a full service and growing commercial bank. | Under Mr. Lubow’s leadership, Dime developed a private banking business, built upon a single-point-of-contact approach and staffed by over 15 top banking teams that have brought in over $3 billion of new deposits, and diversified its balance sheet into various new areas such as healthcare, fund finance and other commercial lending areas. In 2026, recognizing the transformation that had been made under his leadership, the Bank announced plans to rebrand as Dime Commercial Bank. Under Mr. Lubow’s leadership, Dime earned “Outstanding” Community Reinvestment Act (CRA) ratings in 2022 and 2024. The designation recognizes institutions that excel at meeting the credit needs of their communities, including low- and moderate-income neighborhoods. |

  7. Information as to Nominees

    | Albert E. McCoy, Jr. | Raymond A. Nielsen | Joseph J. Perry | | Age: 62 Director since: 2008 | Age: 75 Director since: 2013 | Age: 59 Director since: 2021 | | Mr. McCoy has served in his role as a director of the Company since 2008. He is the owner and manager of Phase 2 Holding Corp., a holding corporation for commercial and residential real estate, and Phase 2 Building Corp. Under his leadership, these companies have expanded their portfolios, acquiring and managing a diverse range of properties. Mr. McCoy brings to the Board of Directors an extensive knowledge of local markets and the communities served by the Company. | Mr. Nielsen has been a director of the Company since 2013. He previously served as a director of CVD Equipment Corp. and the Director of Finance for the Beechwood Organization and is the former Chief Executive Officer of Reliance Federal Savings Bank and Herald National Bank. Mr. Nielsen also served as a director of North Fork Bancorporation and its subsidiary, North Fork Bank, for 6 years where he chaired the Compensation and Audit Committees and also served as lead independent director. Mr. Nielsen’s extensive banking and real estate development experience and knowledge of the communities served by the Company, provides a valuable resource to the Board of Directors. | Mr. Perry was appointed a director of the Company effective with the closing of the Merger. He previously served as a director of Legacy Dime since 2005. Mr. Perry is currently a managing director at CBIZ, Inc., a public accounting firm headquartered in Cleveland, OH where he serves as the National Tax Leader. Previously, he served as Marcum LLP’s Tax and Business Leader since 2006 and was a member of the Firm’s Executive Committee. Prior to joining Marcum LLP, Mr. Perry was a tax partner at one of the leading “Big 5” accounting firms and provided services to several financial services companies throughout the New York metropolitan area. Mr. Perry’s more than 30 years of tax and accounting experience in the financial services industry are valuable resources to the Board. |

  8. Information as to Nominees

    | Kevin Stein | Dennis A. Suskind | | Age: 64 Director since: 2021 | Age: 83 Director since: 2002 | | Mr. Stein was appointed a director of the Company effective with the closing of the Merger. He previously served as a director of Legacy Dime since 2018. Since January 2024, Mr. Stein has been Managing Director of Klaros Capital, a division of advisory and investment firm Klaros Group. In addition, in April 2025, he joined the investment committee of Theorem Partners LLC, a wholly owned registered investment advisory subsidiary of Pagaya Technologies Ltd (Nasdaq: PGY, Pagaya). From June 2022 through December 2024, he served as an independent consultant. Mr. Stein was previously Chief Executive Officer and a director of EJF Acquisition Corp. which merged with Pagaya Technologies Ltd. in 2023. Prior to joining EJF Capital, Mr. Stein was CEO of Resolution Analytica, a Managing Director of the Financial Institutions Group of Barclays, a member of the leadership team of GreenPoint Financial Corporation, and an Associate Director of the Federal Deposit Insurance Corporation. Mr. Stein is lead independent director of Onity Group, Inc. Mr. Stein’s more than 30 years of experience in finance and banking, and his regulatory knowledge, make him qualified to serve as a director. | Mr. Suskind was a General Partner of Goldman Sachs & Co. He has been a director of the Company since 2002. He is also the lead director of the Chicago Mercantile Exchange (CME) since 2008 and serves as a member of its Audit, Nominating and Governance, and Executive Committees and is Chairperson of its Risk Committee. Mr. Suskind is a past Vice Chairman of the NY Mercantile Exchange and the New York Commodity Exchanges. He was also a Board Member of Navistar, Inc. until its sale in 2021. Mr. Suskind is also the President of the Stein Eriksen Lodge in Deer Valley, Utah and the Hampton Classic Horse Show in Bridgehampton, New York as well as an Honorary Board Member of the Marymount School in New York City. He was elected to the Southampton Town Board and served from 2001 to 2004. His considerable experience in investment banking, capital markets, and his service on the Board of Directors of other publicly traded companies are valuable assets to the Board of Directors. |

  9. Information as to Nominees

    It is intended that the proxies solicited on behalf of the Board of Directors will be voted at the Annual Meeting for the election of each of these nominees (other than proxies in which the vote is withheld as to any nominee). Each nominee has consented to being named in this Proxy Statement and to serve, if elected. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may recommend. At this time, the Board of Directors knows of no reason why a nominee would be unable to serve, if elected.

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  11. Director Summary Compensation Table

    | | Fees Earned or | Stock | | | Name (1) | Paid in Cash | Awards | Total | | Kenneth J. Mahon | $104,500 | $85,500 (2) | $190,000 | | Paul M. Aguggia | $79,750 | $65,250 (3) | $145,000 | | Rosemarie Chen | $85,250 | $69,750 (4) | $155,000 | | Michael P. Devine (6) | $39,862 | — (5) | $39,862 | | Judith H. Germano | $71,500 | $58,500 (5) | $130,000 | | Matthew A. Lindenbaum | $71,500 | $58,500 (5) | $130,000 | | Albert E. McCoy, Jr. | $71,500 | $58,500 (5) | $130,000 | | Raymond A. Nielsen | $71,500 | $58,500 (5) | $130,000 | | Joseph J. Perry | $85,250 | $69,750 (4) | $155,000 | | Kevin Stein | $72,750 | $69,750 (4) | $142,500 | | Dennis A. Suskind | $84,000 | $58,500 (5) | $142,500 |

  12. Executive Compensation

    | | | | | Annual | Total | | | | | | | Long | Compensation | | | | | | | Term | with Long Term | | | | | | Annual | Incentive | Incentive | Total | | Current NEOs | | Annual | Cash | Awards | Awards | Annual | | 2025 | Year | Salary | Incentive | (at Target) (1) | (at Target) (1) | Compensation | | Stuart H. Lubow | 2025 | $1,057,500 | $1,246,861 | $1,163,271 | $3,467,632 | $3,467,632 | | President and Chief Executive Officer | 2024 | $1,004,250 | $1,236,385 | $652,769 | $2,893,404 | $2,893,404 | | Avinash Reddy | 2025 | $570,000 | $336,033 | $427,480 | $1,333,513 | $1,333,513 | | Senior Executive Vice President and Chief Operating Officer/Chief Financial Officer | 2024 | $540,750 | $332,873 | $216,305 | $1,089,928 | $1,089,928 | | Thomas X. Geisel | 2025 | $504,140 | $297,207 | $199,988 | $1,001,335 | $1,001,335 | | Senior Executive Vice President and Chief Commercial Officer | 2024 | — | — | — | — | — | | Conrad J. Gunther (2) | 2025 | $504,140 | — | $30,503 | $534,643 | $534,643 | | Former Senior Executive Vice President and Chief Lending Officer | 2024 | $489,456 | $301,297 | $195,792 | $986,545 | $986,545 | | Michael J. Fegan | 2025 | $430,000 | $228,149 | $258,016 | $916,165 | $916,165 | | Senior Executive Vice President and Chief Technology and Operations Officer | 2024 | $417,150 | $231,109 | $166,864 | $815,123 | $815,123 | | Christopher J. Porzelt | 2025 | $400,000 | $212,232 | $199,996 | $812,228 | $812,228 | | Executive Vice President and Chief Risk Officer | 2024 | $386,250 | $213,990 | $154,504 | $754,744 | $754,744 |

  13. Key Performance Highlights 2025

    | (1) Deposit Growth: In 2025, we grew core deposits (total deposits less time deposits and brokered deposits) by $1.25 billion. This represented 12% year-over-year growth and compares favorably to the median of the Company’s Compensation Peer Group (See “Market Data Usage” below for a discussion of the Company’s Compensation Peer Group). |

  14. Key Performance Highlights 2025

    | (8) Long Term Franchise Enhancement: Management continued to execute on its mission of building a high-quality deposit franchise that funds a diversified asset base. During 2025, we continued to capitalize on market disruption caused by various bank failures and mergers in our footprint. In addition, the Company executed various new business initiatives, including an expansion into Manhattan and Lakewood, New Jersey, and built out several commercial banking verticals. |

  15. Compensation Philosophy and Objectives

    For NEOs, compensation comparisons are based on a peer group of banks, taking into consideration asset size, geographic location, and loan portfolio composition. See ‘‘Market Data Usage.” However, reasonable exceptions to this market comparison methodology are considered as appropriate by the Compensation Committee. The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader market. Instead, the Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as the Company’s business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.

  16. 2025 Executive Pay and Performance Alignment

    2025 Executive Pay and Performance Alignment Our compensation program consists of three primary components: (i) base salary, (ii) cash-based, annual incentive awards (“AIP”), and (iii) equity-based, long-term incentive awards (“LTIP”). We also offer certain perquisites, retirement and other benefits. Performance-based equity awards were used in 2025 to further incent those executives to sustain long-term performance. The key features and percentage composition of each of these elements are described below, along with the aggregate compensation pay mix, at Target, for 2025.

  17. 2025 Executive Pay and Performance Alignment

    | Component (1) | CEO 2025 Pay Mix (1) | Other NEO 2025 Pay Mix (1) | Key Features | | LTIP | | | ● The 2025 LTIP is designed to support the Company’s pay for performance philosophy and reward the participants for creating long-term shareholder value. ● The program is designed to reward executives for driving long-term, sustained performance and to align executives with shareholder interests through performance goals and focus on shareholder value appreciation. ● The LTIP consists of a combination of 60% performance – vested restricted stock awards and 40% time – vested restricted stock awards, which places more emphasis on performance-based awards than our peers. | | Overall Target | | | |

  18. 2025 Executive Pay and Performance Alignment

    | (1) Reflects 2025 total compensation mix which comprises 2025 annual base salary, the 2025 annual cash at Target incentive and the 2025 long-term equity award at Target. |

  19. Market Data Usage

    Market Data Usage A Peer Group is utilized to inform decisions on NEO pay levels and design. During 2025, the Compensation Committee conducted its annual review of the peer group. A combination of market data for this group, broader contextual information from regional players and individual considerations collectively inform decisions on executive compensation. The key measures used in selecting the Company’s 2025 Compensation Peer Group were: asset size, geographic location, and loan portfolio composition with a focus on commercial lending. Asset size of the Compensation Peer Group ranges from $9 billion to $32.5 billion. Companies in the Compensation Peer Group are primarily located in the Northeast, New England, and the Mid-Atlantic and Mid-West regions. Keeping in mind the Company’s focus on commercial lending, companies in the Peer Group have commercial loan portfolios (defined as the sum of commercial and industrial loans, construction loans, commercial real estate loans, and multi-family loans) comprising >= 40% of total loans. During 2025 changes were made from the 2024 Compensation Peer Group to delete previous peer banks that were involved in mergers or did not satisfy other criteria. Not all companies in the Compensation Peer Group reported data for each of our executive positions. The 20 companies comprising the Compensation Peer Group used to set fiscal year 2025 pay levels were:

  20. Market Data Usage

    | Compensation Peer Group | | | Atlantic Union Bankshares Corporation | Independent Bank Corp. | | Beacon Financial | OceanFirst Financial Corp. | | ConnectOne Bancorp, Inc. | Park National Corporation | | Customers Bancorp, Inc. | Peoples Bancorp | | Eagle Bancorp, Inc. | Provident Financial Services, Inc. | | Eastern Bankshares, Inc. | S&T Bancorp, Inc. | | First Commonwealth Financial Corporation | TowneBank | | First Financial Bancorp | United Bankshares, Inc. | | Flushing Financial Corporation | WesBanco, Inc. | | Fulton Financial Corporation | WSFS Financial Corporation |

  21. Market Data Usage

    Each NEO’s current compensation was compared to the applicable benchmark position within the Compensation Peer Group. A significant percentage of total compensation is allocated to incentives as a result of the philosophy mentioned above.

  22. 2025 Incentive Opportunity

    2025 Incentive Opportunity The NEOs have incentive opportunities that are a combination of AIP and LTIP as a percentage of base salary. The target opportunities for 2025 are reflected below in comparison to 2024. The Compensation Committee consistently reviews market practice opportunities and in 2025 upward adjustments were made to the NEOs and among them Mr. Lubow, to better align executive rewards with sustained Company performance and shareholder value creation. The Committee conducted a thorough evaluation of the NEOs’ performance against strategic goals, incorporating input from benchmarking data. In addition, the Committee took into account the improvement in the quality of the Company’s balance sheet and Dime’s TSR since Mr. Lubow was appointed CEO in September 2023. As outlined in the table below, since Mr. Lubow was appointed CEO on September 1, 2023, Dime’s TSR of 67.4% is significantly above the proxy peer group median of 49%, and ranks in the 90th percentile.

  23. 2025 Incentive Opportunity

    | | AIP | | LTIP | | | | 2024 Target | 2025 Target | 2024 Target | 2025 Target | | | Opportunity | Opportunity | Opportunity | Opportunity | | Name and Principal | as a | as a | as a | as a | | Positions | % of Salary | % of Salary | % of Salary | % of Salary | | Stuart H. Lubow | | | | | | President and Chief Executive Officer | 100% | 100% | 65% | 110% | | Avinash Reddy | | | | | | SEVP and Chief Operating Officer/Chief Financial Officer | 50% | 50% | 40% | 75% | | Thomas X. Geisel | | | | | | SEVP and Chief Commercial Officer | — | 50% | — | 60% | | Conrad J. Gunther | | | | | | Former SEVP and Chief Lending Officer | 50% | 50% | 40% | 60% | | Michael J. Fegan | | | | | | SEVP and Chief Technology and Operations Officer | 45% | 45% | 40% | 60% | | Christopher J. Porzelt | | | | | | EVP and Chief Risk Officer | 45% | 45% | 40% | 50% |

  24. 2025 Annual (Cash) Incentive Plan (“2025 AIP”)

    2025 Annual (Cash) Incentive Plan (“2025 AIP”) In March 2026, the NEOs were paid annual cash incentives under the 2025 AIP for 2025 performance. The objective of the 2025 AIP was to align annual incentive compensation with financial benchmarks set forth in the Company’s 2025 Strategic Plan, with a specific focus on managing expenses and improving the quality of the balance sheet. The 2025 AIP is comprised of a Corporate Factor (defined below) that represents 85% of the 2025 AIP opportunity and a Discretionary Factor (defined below) that represents 15% of the 2025 AIP opportunity.

  25. Corporate Factor

    | (1) Excludes intangible amortization and one-time items such as any severance expense, and expenses associated with hiring of new teams. Corporate performance results may be adjusted for non-core, extraordinary, and one-time events as determined and approved by the Compensation Committee. |

  26. Discretionary Factor

    The Compensation Committee believes that the 2025 AIP should balance risk-taking with performance. Therefore, the Compensation Committee maintains a risk-based capital performance gate/trigger. If the Company’s Consolidated Total Risk-Based Capital ratio is below 10.5% at year-end, bonus payments will be reduced to zero. As noted, the Compensation Committee applies discretion to payouts under the AIP as needed to reflect the business environment, market conditions, budgetary constraints, and other risk management considerations. The Compensation Committee also reserves the right to amend, modify and adjust payouts as necessary, inclusive of downward compensation adjustments. Each performance metric has a weighting and a range of performance that determines the payouts. Incentives pay out at a reduced level (i.e. 50% of Target) for Threshold performance, at 100% for Target performance, and at higher levels (i.e. 150% of Target) for Maximum performance. Performance below Threshold will be zero. Performance in between levels is interpolated to reward incremental performance.

  27. 2025 Long-Term (Equity) Incentive Plan (“2025 LTIP”)

    2025 Long-Term (Equity) Incentive Plan (“2025 LTIP”) The LTIP program is designed to meet the following objectives: long-term sustained performance, alignment with shareholders’ interests, executive equity interest in the Company, enable the Company to attract and retain top talent, balance risk and compensation, and position executive compensation to be competitive with market at performance goals. To accomplish these objectives, the 2025 LTIP consists of a combination of time-vested restricted stock (40% of Target award value) and performance-based restricted stock (60% of Target award value), which places more emphasis on the latter than our Compensation Peer Group (the average of which is closer to 50% performance-based & 50% time) as follows:

  28. 2025 Long-Term (Equity) Incentive Plan (“2025 LTIP”)

    | ● | Performance-vested Restricted Stock Awards – (“PRSAs”) (60% of Target award value) reward future performance; awards are paid out based on achievement of pre-defined performance goals. PRSAs are earned based on actual performance of the metrics at the end of the performance period, i.e. 2027. |

  29. 2025 Long-Term (Equity) Incentive Plan (“2025 LTIP”)

    | ● | Time-vested Restricted Shares Awards – (“RSAs”) (40% of Target award value) support our goals to encourage stock ownership and align executives with shareholder interests. Grants vest ratably over three years from the date of grant (33% per year). The structure of the LTIP does not allow for any positive upward discretionary adjustment of time-vested RSAs. |

  30. 2025 Long-Term (Equity) Incentive Plan (“2025 LTIP”)

    The table below reflects the performance metrics selected for the PRSAs for the 2025-2027 performance cycle. In order for PRSAs to vest, performance must be at or above the Threshold performance set by the Compensation Committee. Once the defined Threshold level of performance is achieved, payouts can vary from 50% of Target for Threshold level of performance to a maximum payout of 150% of Target for Maximum performance. This range of potential results is consistent with the practices of most of our peers and other banks. Performance in between levels is interpolated on a straight-line basis to reward incremental performance. Recognizing the value of deposits to franchise value and the importance of creating a more diversified balance sheet, the Compensation Committee determined it prudent to include long-term incentive metrics for executives that were focused on relative deposit franchise quality as well as reducing CRE Concentration.

  31. 2025 Long-Term (Equity) Incentive Plan (“2025 LTIP”)

    | Metric | Weighting | Threshold | Target | Maximum | | Relative Deposit Franchise Quality Among Metro NY/NJ Banks (1) | 50% | 25th percentile | 50th percentile | 75th percentile | | Consolidated CRE Concentration Ratio (2) | 50% | 425% | 395% | 340% |

  32. 2025 Long-Term (Equity) Incentive Plan (“2025 LTIP”)

    | (1) Includes the following banks that operate in Metro NY / NJ: Metropolitan, ConnectOne, OceanFirst, BankUnited Brookline, Peapack Gladstone, Flushing, Flagstar, Provident, Columbia, Valley, and Webster. Metrics include cost of total deposits and non-interest bearing deposit percentage. Measurement period for cost and average balances will be from January 1, 2027 to December 31, 2027. |

  33. 2025 Long-Term (Equity) Incentive Plan (“2025 LTIP”)

    (2)Defined as CRE / Total Capital at Consolidated Company. Measurement period is at December 31, 2027. The table below summarizes the incentive opportunities for the NEOs for the 2025 AIP:

  34. 2025 Long-Term (Equity) Incentive Plan (“2025 LTIP”)

    | | | Threshold | Target | Maximum | | Name and Principal | | Payout ($) | Payout ($) | Payout ($) | | Positions | Salary ($) | and % of Salary | and % of Salary | and % of Salary | | Stuart H. Lubow | $1,057,500 | $528,750 | $1,057,500 | $1,586,250 | | President and Chief Executive Officer | | 50.0% | 100.0% | 150.0% | | Avinash Reddy | $570,000 | $142,500 | $285,000 | $427,500 | | SEVP and Chief Operating Officer/Chief Financial Officer | | 25.0% | 50.0% | 75.0% | | Thomas X. Geisel | $504,140 | $126,035 | $252,070 | $378,105 | | SEVP and Chief Commercial Officer | | 25.0% | 50.0% | 75.0% | | Conrad J. Gunther | $504,140 | $126,035 | $252,070 | $378,105 | | Former SEVP and Chief Lending Officer | | 25.0% | 50.0% | 75.0% | | Michael J. Fegan | $430,000 | $96,750 | $193,500 | $290,250 | | SEVP and Chief Technology and Operations Officer | | 22.5% | 45.0% | 67.5% | | Christopher J. Porzelt | $400,000 | $90,000 | $180,000 | $270,000 | | EVP and Chief Risk Officer | | 22.5% | 45.0% | 67.5% |

  35. 2025 AIP Results

    2025 AIP Results Results of the Corporate Factor relative to the pre-established objectives for 2025 were as follows:

  36. 2025 AIP Results

    | | | Threshold | Target | Maximum | Actual | Weighted | | Corporate Factor Metrics | Weight | (50%) | (100%) | (150%) | Results(3) | Result | | Adjusted Non-Interest Expenses/Average Assets (1) | 50.0% | 1.85% | 1.65% | 1.45% | 1.64% | 103.0% | | Relative Asset Quality as Measured by Relative NPLs/Loans (2) | 12.5% | 25th Percentile | 50th Percentile | 75th Percentile | 55th percentile | 110.0% | | Common Equity Tier 1 Ratio (Consolidated) | 10.0% | 11.3% | 12.0% | 12.8% | 12.8% | 150.0% | | CRE Concentration Ratio (Consolidated) | 15.0% | 445% | 405% | 365% | 387% | 123.0% | | Loan-to-Deposit Ratio | 12.5% | 101.0% | 93.0% | 85.0% | 83.8% | 150.0% | | Total | 100.0% | — | — | — | — | 117.5% |

  37. 2025 AIP Results

    | (1) Excludes intangible amortization and one-time items such as any pension settlement, severance expense, and expenses associated with hiring of new deposit teams. |

  38. 2025 AIP Results

    (2)Measured against the Company’s Compensation Peer Group.

  39. 2025 AIP Results

    | (3) Balance sheet measures as of December 31, 2025. Adjusted Non-Interest Expenses/Average Assets is for the year ended December 31, 2025. |

  40. 2025 AIP Results

    As permitted by the 2025 AIP, the Compensation Committee also considered each NEO’s contribution to the following measures comprising the remaining 15% of a participant’s reward opportunity. These Discretionary Factors assessed individual and team performance in determining each NEO’s 2025 AIP payment.

  41. 2025 AIP Results

    | A) | Growth in the Private and Commercial Bank and Progress in Hiring Teams to Diversify Lending Business: 7.5% |

  42. 2025 AIP Results

    In 2025, management continued to spend a significant amount of time towards growing the Private and Commercial Bank. Total deposits from the new deposit teams (hired in 2023 – 2025) in the Private Bank increased to $3 billion (approximately 38% in non-interest bearing deposits). This represented approximately $1.25 billion of year-over-year core deposit growth. The growth and success of these new teams has helped reduce the Company’s loan to deposit ratio to 84% at year-end 2025, contributed to a significant expansion in the net interest margin (3.11% for Q4 2025 versus 2.79% for Q4 2024), improved the pre-provision earnings power ($61.5 million in Q4 2025 versus $41.7 million in Q4 2024) and resulted in a highly liquid balance sheet with a significant cash position (in excess of $2 billion). After hiring Mr. Geisel in February 2025, the following lending verticals have been built-out: Sponsor Finance, Lender Finance, Fund Finance, Mid-Corporate and Syndications.

  43. 2025 AIP Results

    | B) | Other discretion: 7.5% |

  44. 2025 AIP Results

    Progress against strategic objectives and enablement of the team more broadly. Among these achievements included the following: Regulatory compliance: The Company maintained full regulatory compliance. The Company’s stock price performance during the last twelve months (April 1, 2025 to March 31, 2026) was better than the median of the Company’s Compensation peer group as shown in the table below.

  45. 2025 AIP Results

    | Company | Ticker | Last Twelve Months TSR | | Customers Bancorp | CUBI-US | 36.7% | | Flushing Financial | FFIC-US | 30.1 | | Provident | PFS-US | 28.7 | | WSFS Financial | WSFS-US | 26.9 | | United Bankshares | UBSI-US | 24.7 | | Dime | DCOM-US | 24.4 | | Independent Bank | INDB-US | 24.2 | | Atlantic Union | AUB-US | 22.9 | | Eastern Bank | EBC-US | 22.3 | | Eagle Bancorp | EGBN-US | 20.4 | | Fulton | FULT-US | 18.4 | | Beacon | BBT-US | 17.5 | | WesBanco | WSBC-US | 17.4 | | First Commonwealth | FCF-US | 16.5 | | Peoples Bancorp | PEBO-US | 16.4 | | S&T Bancorp | STBA-US | 16.4 | | First Financial | FFBC-US | 16.3 | | ConnectOne | CNOB-US | 13.5 | | Park National | PRK-US | 10.9 | | OceanFirst | OCFC-US | 10.8 | | Towne Bank | TOWN-US | 2.8 | | | Median | 18.4% |

  46. 2025 AIP Results

    Community reinvestment: The Bank maintained its “Outstanding” overall CRA rating. Cybersecurity and risk management: The Company has a robust information security department that continues to prioritize cyber risk and manages the increased risk of ransomware and other sophisticated threats. The Bank has not had any material disruptions related to these threats. After considering the above, the Compensation Committee concluded that the NEOs’ performance, relative to Target, warranted payments of 120% for the Discretionary Factor. Based upon the overall financial results and evaluation of the discretionary measures, in finalizing 2025 AIP payouts, the Compensation Committee approved the annual incentive payments in the table below. These amounts are noted in the column, “Non-Equity Incentive Plan Compensation,” in the Summary Compensation Table below.

  47. 2025 AIP Results

    | | | Corporate | | | | | | | Performance | | | | | | | Achieved (85% | | | | | | | Weight) | Discretionary | | | | | | Weight) (117.5% of | Factor (15% | Total 2025 AIP | Total Payment as | | Name | Target ($) | Target) ($) | Weight) ($) (1) | Payment ($) | a % of Target | | Stuart H. Lubow | $1,057,500 | $1,056,511 | $190,350 | $1,246,861 | 117.9% | | Avinash Reddy | $285,000 | $284,733 | $51,300 | $336,033 | 117.9% | | Thomas X. Geisel | $252,070 | $251,834 | $45,373 | $297,207 | 117.9% | | Michael J. Fegan | $193,500 | $193,319 | $34,830 | $228,149 | 117.9% | | Christopher J. Porzelt | $180,000 | $179,832 | $32,400 | $212,232 | 117.9% |

  48. 2025 AIP Results

    | (1) At 120% achievement. |

  49. 2025 AIP Results

    The table below summarizes the incentive opportunities for the NEOs for the 2025 LTIP:

  50. 2025 AIP Results

    | | | Threshold Payout | Target Payout | Maximum Payout | | Name and Principal | Salary | ($) and | ($) and | ($) and | | Positions | ($) | % of Salary | % of Salary | % of Salary | | Stuart H. Lubow | $1,057,500 | $581,625 | $1,163,250 | $1,744,875 | | President and Chief Executive Officer | | 55.0% | 110.0% | 165.00% | | Avinash Reddy | $570,000 | $213,750 | $427,500 | $641,250 | | SEVP and Chief Operating Officer/Chief Financial Officer | | 37.5% | 75.0% | 112.50% | | Michael J. Fegan | $430,000 | $129,000 | $258,000 | $387,000 | | SEVP and Chief Technology and Operations Officer | | 30.0% | 60.0% | 90.00% | | Christopher J. Porzelt | $400,000 | $100,000 | $200,000 | $300,000 | | EVP and Chief Risk Officer | | 25.0% | 50.0% | 75.00% |

  51. 2025 AIP Results

    In March 2025, the Compensation Committee awarded restricted stock to the NEOs under the 2025 LTIP at Target as outlined in the “2025 Incentive Opportunity” section above. The long-term incentive awards were allocated 60% performance-based and 40% time-vested in accordance with the terms of the 2025 LTIP. The performance-based shares vest based on actual performance of the metrics at the end of the three-year performance period, i.e. at the end of 2027. The time-vested restricted shares vest ratably over three years from the date of grant. The following awards were made under the 2025 LTIP assuming vesting at Target.

  52. 2025 AIP Results

    | | Performance-based | Time-vested | | | | | | Number of | Grant Date | | | Name | PRSA ($) (1) | Shares of RSA (#) | Fair Value of RSAs ($) (2) | Total Value ($) | | Stuart H. Lubow | $697,950 | 16,505 | $465,314 | $1,163,264 | | Avinash Reddy | $256,500 | 6,065 | $170,986 | $427,486 | | Michael J. Fegan | $154,800 | 3,661 | $103,212 | $258,012 | | Conrad J. Gunther | $181,490 | 4,292 | $121,001 | $302,491 | | Christopher J. Porzelt | $120,000 | 2,838 | $80,010 | $200,010 |

  53. 2025 AIP Results

    | (1) Assuming vesting of performance-based shares at the Maximum level, the grant date value of these performance-based awards would have been as follows: Mr. Lubow $1,046,925, Mr. Reddy $384,750, Mr. Fegan $232,200, Mr. Gunther $272,236, and Mr. Porzelt $180,000. |

  54. 2025 AIP Results

    | (2) The number of RSAs was calculated based upon a grant date value of $28.1923, the volume weighted average price of the Common Stock for the ten business days prior to the date of grant. |

  55. 2023 LTIP Summary of Results

    2023 LTIP Summary of Results As with the 2025 LTIP, the 2023 LTIP was comprised of 60% performance-based restricted stock and 40% time-vested restricted stock. The time-vested restricted stock was awarded in 2023 and vests ratably over three years, with the final vesting occurring after approval from the Compensation Committee. The table below reflects the performance metrics selected for the PRSAs for the 2023 LTIP performance cycle and the results for each metric.

  56. 2023 LTIP Summary of Results

    | | | | | | | Attainment | | | | | | | | of | | Metric | Weighting | Threshold | Target | Maximum | Results | Target | | Total Shareholder Return (“TSR”) (1) | 60% | 25th percentile | 50th percentile | 75th percentile | 32nd percentile | 64% | | Relative Deposit Franchise Quality Amongst Metro NY/NJ Banks (2) | 40% | 25th percentile | 50th percentile | 75th percentile | 100th percentile | 150.0% | | Overall; Payout as a Percent of Target | | | | | | 98.4% |

  57. 2023 LTIP Summary of Results

    (1)Measurement period is from January 1, 2023 through December 31, 2025. (2)Measurement period for cost and average balances is from January 1, 2025 to December 31, 2025. It should be noted that TSR metric was impacted by various idiosyncratic factors such as the election of a new Mayor in NYC, that appears to have resulted in a negative sentiment towards banks in Metro NYC (as compared to the national peer group). In order for the performance shares to vest, performance must be at or above the threshold performance set by the Compensation Committee. Once the defined threshold level of performance is achieved, payouts can vary from 50% of Target for Threshold level of performance to a maximum payout of 150% of Target for Maximum performance. Performance in between levels is interpolated on a straight-line basis to reward incremental performance. TSR performance was measured based on the Company’s performance relative to constituents of the KBW Regional Banking Index. Based on the results of all of the above components of the 2023 LTIP, the following shares were awarded after ratification and approval by the Compensation Committee in February 2026.

  58. 2023 LTIP Summary of Results

    | Stuart H. Lubow | 11,309 | | Avinash Reddy | 5,220 | | Conrad J. Gunther | 4,725 | | Michael J. Fegan | 4,027 | | Christopher J. Porzelt | 3,262 |

  59. 2023 LTIP Summary of Results

    For comparison purposes, the table below reflects the performance metrics selected for the PRSAs for the 2022 LTIP performance cycle and the results for each metric. It should be noted that the Adjusted Return on Average Tangible Equity metric fell below the Threshold level in 2024. This was primarily due to the significant change in the macroeconomic environment with the Federal Reserve increasing the level of market interest rates significantly since the Company’s 2022 strategic plan was developed. While the change to the macroeconomic environment was not contemplated when the goals were set, the Compensation Committee did not make any alterations to the goal achievement results for this metric, despite noting the overall result could be partly explained by the significant change in external factors. The NEOs were given no credit for the Adjusted Return on Average Tangible Common Equity metric.

  60. 2023 LTIP Summary of Results

    | | | | | | | Attainment | | | | | | | | of | | Metric | Weighting | Threshold | Target | Maximum | Results (3) | Target | | Total Shareholder Return (“TSR”) (1) | 50% | 25th percentile | 50th percentile | 75th percentile | 30th percentile | 60.0% | | Adjusted Return on Average Tangible Common Equity (2) | 50% | 12% | 14.5% | 17% | 10.7% | 0.0% | | Overall; Payout as a Percent of Target | | | | | | 30.0% |

  61. 2023 LTIP Summary of Results

    | (1) Measurement period is from January 1, 2022 through December 31, 2024 for TSR and Adjusted Return on Average Tangible Common Equity. |

  62. 2023 LTIP Summary of Results

    | (2) Excludes one-time items such as gain on sale of securities and other assets, termination of borrowings, and other one-time items. |

  63. 2023 LTIP Summary of Results

    | (3) Results based on the quarter ended December 31, 2024. |

  64. 2021 LTIP Summary of Results

    2021 LTIP Summary of Results For comparison purposes, the table below reflects the performance metrics selected for the PRSAs for the 2021 LTIP performance cycle and the results for each metric. It should be noted that the Average Non-Interest-Bearing Deposits/Average Deposits metric fell below the Threshold level in 2023, which can be explained by external factors such as the rapid increase in market interest rates; the NEOs were given no credit for this metric.

  65. 2021 LTIP Summary of Results

    | | | | | | | Attainment | | | | | | | | of | | Metric | Weighting | Threshold | Target | Maximum | Results | Target | | Total Shareholder Return (“TSR”) (1) | 30% | 25th percentile | 50th percentile | 75th percentile | 51st percentile | 102.0% | | Adjusted Efficiency Ratio (1)(2) | 35% | 55% | 51.0% | 47.0% | 51.7% | 91.3% | | Average Non-Interest-Bearing Deposits/Average Deposits (3) | 35% | 35% | 40.0% | 45.0% | 28.9% | 0.0% | | Overall; Payout as a Percent of Target | | | | | | 62.5% |

  66. 2021 LTIP Summary of Results

    | (1) Measurement period is from April 1, 2021 through December 31, 2023 for TSR and Adjusted Efficiency Ratio. |

  67. 2021 LTIP Summary of Results

    | (2) Excludes net interest income from SBA PPP, gains from sale of securities and other assets, Merger-related expenses, branch closure expenses, expenses related to termination of borrowings, and other one-time items. |

  68. 2021 LTIP Summary of Results

    | (3) Results based on the quarter ended December 31, 2023. |

  69. Perquisites and Other Personal Benefits

    Perquisites and Other Personal Benefits The Company provides NEOs with perquisites and other personal benefits that the Company and the Compensation Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain employees for key positions. In lieu of any specific perquisites, Mr. Lubow is paid an annual sum of $100,000 and Messrs. Reddy, Geisel and Gunther are paid an annual sum of $50,000. Mr. Geisel’s perquisite was prorated to $42,603 in 2025. Mr. Fegan and Mr. Porzelt are paid a car allowance of $700 per month. Attributed costs of personal benefits described for the NEOs for the fiscal year ended December 31, 2025 are included in the “All Other Compensation” column of the “Summary Compensation Table”. The Company and the Bank have entered into employment agreements with Messrs. Lubow, Reddy and Geisel, and change in control agreements with Messrs. Fegan and Porzelt, which are described under the heading “Change in Control Agreements“. In September 2024, the Company purchased a BOLI policy that included a split dollar benefit for Mr. Lubow. The split dollar benefit provides for a life insurance benefit of $1,500,000 for Mr. Lubow upon his death. The benefit will continue to be provided post-retirement.

  70. POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS

    POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS While the Company does not have a formal policy or obligation that requires it to grant or award equity-based compensation on a specific date, the Compensation Committee and the Board of Directors have a historic practice of not granting stock options to the executive officers during closed quarterly trading windows as determined under the Company’s Insider Trading Policy. Consequently, the Company has not granted, and does not expect to grant any stock options to any named executive officers within four business days preceding or one business day after the filing with the Securities and Exchange Commission of any report on Forms 10-K, 10-Q, or 8-K that discloses material non-public information. The Compensation Committee and the Board of Directors do not take material non-public information into account when determining the timing of equity awards nor do they time the disclosure of such information to affect the value of executive compensation. The Company did not grant any stock options to its executive officers, including the named executive officers, during the year ended December 31, 2025.

  71. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning compensation paid to the NEOs for the years ended December 31, 2025, 2024, and 2023.

  72. SUMMARY COMPENSATION TABLE

    | | | | | | | | Change in | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | Non-Equity | Nonqualified | | | | | | | | | | Incentive | Deferred | All | | | | | | | Stock | Stock | Plan | Compensation | Other | | | Name and Principal Position | Year (1) | Salary (2) | Bonus | Awards (3) | Options | Compensation (4) | Earnings (5) | Compensation (6) | Total | | Stuart H. Lubow | 2025 | $1,043,164 | $— | $1,163,271 | $— | $1,246,861 | $436,486 | $218,743 | $4,108,525 | | President and | 2024 | $996,375 | $— | $652,769 | $— | $1,236,385 | $436,486 | $224,590 | $3,546,605 | | Chief Executive Officer | 2023 | $900,962 | $— | $1,868,314 | $— | $1,207,781 | $347,611 | $197,558 | $4,522,226 | | Avinash Reddy | 2025 | $562,125 | $— | $427,480 | $— | $336,033 | $— | $93,384 | $1,419,022 | | Senior Executive Vice President | 2024 | $536,510 | $— | $216,300 | $— | $332,873 | $— | $99,330 | $1,185,013 | | & Chief Operating Officer/Chief Financial Officer | 2023 | $518,269 | $— | $193,787 | $— | $325,172 | $— | $94,037 | $1,131,265 | | Thomas X. Geisel | | | | | | | | | | | Senior Executive Vice President | 2025 | $415,473 | $— | $199,988 | $— | $297,207 | $— | $269,776 | $1,182,444 | | & Chief Commercial Officer | | | | | | | | | | | Conrad J. Gunther | 2025 | $500,187 | $— | $302,503 | $— | $252,070 | $— | $1,236,647 | $2,291,407 | | Former Senior Executive Vice President | 2024 | $485,618 | $— | $195,782 | $— | $301,297 | $— | $102,786 | $1,085,483 | | & Chief Lending Officer | 2023 | $465,723 | $— | $175,420 | $— | $294,327 | $— | $98,266 | $1,033,736 | | Michael J. Fegan | 2025 | $426,540 | $— | $258,016 | $— | $228,149 | $— | $40,072 | $952,777 | | Senior Executive Vice President | 2024 | $413,879 | $— | $166,860 | $— | $231,109 | $— | $45,340 | $857,188 | | & Chief Technology and Operations Officer | 2023 | $396,923 | $— | $358,727 | $— | $225,762 | $— | $40,226 | $1,021,638 | | Christopher J. Porzelt | 2025 | $396,298 | $— | $199,996 | $— | $212,232 | $— | $36,761 | $845,287 | | Executive Vice President & Chief Risk Officer | 2024 | $383,221 | $— | $154,500 | $— | $213,990 | $— | $39,039 | $790,750 |

  73. SUMMARY COMPENSATION TABLE

    | (1) Mr. Geisel, Mr. Fegan and Mr. Porzelt are NEOs for the first time in 2025, 2023 and 2024, respectively, and pursuant to SEC rules, compensation for prior years is not required to be reported. |

  74. SUMMARY COMPENSATION TABLE

    | (2) For 2025, the annual base salaries of Messrs. Lubow, Reddy, Fegan, Gunther, and Porzelt were increased to $1,057,500, $570,000, $430,000, $500,187 and $400,000, respectively, effective April 1, 2025. |

  75. SUMMARY COMPENSATION TABLE

    | (3) Included in this column are the dollar amounts of (i) the value of time-based restricted stock awards granted in March 2025 to the following NEOs: Mr. Lubow $465,314, Mr. Reddy $170,986, Mr. Geisel $99,990, Mr. Fegan $103,212, Mr. Gunther $121,001, Mr. Porzelt $80,010, (ii) the value of the performance-based restricted stock awards granted in March 2025 assuming vesting at the Target level to the following NEOs: Mr. Lubow $697,950 Mr. Reddy $256,500, Mr. Geisel $99,990, Mr. Fegan $154,800, Mr. Gunther $181,490, Mr. Porzelt $120,000. Assuming vesting of performance-based restricted stock at the Maximum level, the value of these performance-based awards would have been as follows: Mr. Lubow $1,046,925, Mr. Reddy $384,750, Mr. Geisel $149,972, Mr. Fegan $232,200, Mr. Gunther $272,236, Mr. Porzelt $180,000. The performance-based shares vest based on actual performance of the metrics at the end of the three-year performance period. The vesting schedule for awards under the 2025 LTIP and the performance-based, promotion equity grants are described in the “Outstanding Equity Awards at Fiscal Year-End” table. |

  76. SUMMARY COMPENSATION TABLE

    | (4) Included in this column are the amount of the cash awards under the 2025 AIP. See discussion of “2025 AIP” in the Compensation Discussion and Analysis. |

  77. SUMMARY COMPENSATION TABLE

    | (5) Reflects change in present value of accumulated benefits under the pension plan component of the SERP for Mr. Lubow and is calculated based on the same assumptions used for financial reporting purposes under generally accepted accounting principles. |

  78. SUMMARY COMPENSATION TABLE

    (6)Details of the amounts reported in the “All Other Compensation” column for 2025 are provided in the table below.

  79. SUMMARY COMPENSATION TABLE

    | | Itemization of All Other Compensation of Summary Compensation Table for 2025 | | | | | | | | | | 401(k) | Dividends | | | Cash in Lieu | | | | | | Contribution | on | | Life | of | | | | | Name | ($) | Stock ($) | Auto ($) | Insurance ($) | Perquisites ($) | Severance ($) | Other ($) (1) | Total ($) | | Stuart H. Lubow | $10,500 | $35,839 | $— | $4,870 | $100,000 | $— | $67,534 | $218,743 | | Avinash Reddy | $10,500 | $13,522 | $— | $287 | $50,000 | $— | $19,075 | $93,384 | | Thomas X. Geisel | $10,471 | $2,660 | $— | $4,750 | $42,603 | $— | 209,292 (2) | $269,776 | | Conrad J. Gunther | $10,500 | $11,379 | $— | $8,106 | $50,000 | $1,132,038 | $24,624 | $1,236,647 | | Michael J. Fegan | $10,500 | $9,410 | $8,400 | $994 | $— | $— | $10,768 | $40,072 | | Christopher J. Porzelt | $10,500 | $7,771 | $8,400 | $980 | $— | $— | $9,110 | $36,761 |

  80. SUMMARY COMPENSATION TABLE

    | (1) Included in this column are the Company’s contributions to the 401(k) portion of each NEO’s account balance under the SERP. |

  81. SUMMARY COMPENSATION TABLE

    | (2) Included in this amount is Mr. Geisel’s sign-on bonus. |

  82. GRANTS OF PLAN BASED AWARDS

    GRANTS OF PLAN BASED AWARDS The following table sets forth certain information pertaining to grants of Plan Based Awards to the NEOs during 2025.

  83. GRANTS OF PLAN BASED AWARDS

    | | | | | | | | | | | | Grant | | | | | | | | | | | All Other | Exercise | Date | | | | | | | | | | All Other | Option | or Base | Fair | | | | | | | | | | Stock | Awards: | Price of | Value | | | | | | | | | | Awards: | Number of | Options | of Stock | | | | Estimated Possible Payouts Under | | | Estimated Possible Payouts | | | Number of | Securities | Awards | and | | | | Non-Equity Incentive Plan | | | Under Equity Incentive | | | Shares or | Underlying | ($/Sh) | Options | | | | Awards ($) (1) | | | Plan Awards (2) | | | Units (3) | Options | Awards (4) | Awards (4) | | Name | Grant Date | Threshold (a) | Target (b) | Maximum (c) | Threshold (#) | Target (#) | Maximum (#) | (#) (d) | (#) (d) | $(e) | $(e) | | Stuart H. | | $528,750 | $1,057,500 | $1,586,250 | — | — | — | — | — | — | — | | Lubow | 03/31/25 | — | — | — | 12,378 | 24,757 | 37,135 | 16,505 | — | — | $1,163,271 | | Avinash | | $142,500 | $285,000 | $427,500 | — | — | — | — | — | — | — | | Reddy | 03/31/25 | — | — | — | 4,549 | 9,098 | 13,647 | 6,065 | — | — | $427,480 | | Thomas X. | | $126,035 | $252,070 | $378,105 | — | — | — | — | — | — | — | | Geisel | 03/31/25 | — | — | — | 1,184 | 2,368 | 3,553 | 3,547 | — | — | $248,131 | | Conrad J. | | $126,035 | $252,070 | $378,105 | — | — | — | — | — | — | — | | Gunther | 03/31/25 | — | — | — | 3,219 | 6,438 | 9,656 | 4,292 | — | — | $302,503 | | Michael J. | | $107,500 | $215,000 | $322,500 | — | — | — | — | — | — | — | | Fegan | 03/31/25 | — | — | — | 2,745 | 5,491 | 8,236 | 3,661 | — | — | $258,016 | | Christopher | | $80,000 | $160,000 | $240,000 | — | — | — | — | — | — | — | | J. Porzelt | 03/31/25 | — | — | — | 2,128 | 4,256 | 6,385 | 2,838 | — | — | $199,996 |

  84. GRANTS OF PLAN BASED AWARDS

    | (1) The information in these columns reflects the range of possible payments under the 2025 AIP. For an explanation of the incentive opportunities, see the section titled “Compensation Discussion and Analysis – 2025 Annual (Cash) Incentive Plan (“2025 AIP”).” |

  85. GRANTS OF PLAN BASED AWARDS

    | (2) The information in these columns reflects the range of possible awards for vesting of PRSAs. The awards granted on March 31, 2025 will vest based on the achievement of two pre-determined performance goals: Consolidated CRE Concentration Ratio for the performance period January 1, 2025 through December 31, 2027 and Relative Deposit Franchise Quality Among Metro NY/NJ Banks for the performance period January 1, 2025 to December 31, 2027. In March 2025, the Compensation Committee approved threshold, target and maximum opportunities based on consultation with an independent compensation consulting firm ranging from 50% to 150% of threshold level of performance. For an explanation of the performance goals, see the section titled “Compensation Discussion and Analysis – 2025 Long-Term (Equity) Incentive Plan (“2025 LTIP”).” |

  86. GRANTS OF PLAN BASED AWARDS

    | (3) The amounts shown in column (d) reflect the number of shares of time-vested restricted stock granted in March 2025 to each NEO pursuant to the 2025 LTIP. |

  87. GRANTS OF PLAN BASED AWARDS

    | (4) The amounts included in column (e) reflect the full grant date fair value of the restricted stock awards calculated in accordance with FASB ASC No. 718, based on attaining the performance at the target level. |

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information pertaining to outstanding equity awards held by the NEOs as of December 31, 2025.

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity | | | | | | | | | Equity | Incentive | | | | | | | | | Incentive | Plan Awards: | | | | | | | | Market | Plan Awards: | Market or | | | | | | | Number of | Value | Number of | payout value | | | Number of | Number of | | | shares or | of shares | unearned | of unearned | | | securities | securities | | | units of | or units of | shares, units | shares, units | | | underlying | underlying | Option | | stock | stock | or other | or other | | | unexercised | unexercised | exercise | Option | that have | that have | rights that | rights that | | | options | options | price | expiration | not | not | have not | have not | | Name | exercisable | unexercisable | ($/sh) | date | vested | vested (1) ($) | vested | vested (1) ($) | | Stuart H. Lubow | — | — | — | — | 28,411 (2) | $854,887 | 132,290 (7) | $3,980,606 | | Avinash Reddy | — | — | — | — | 10,343 (3) | $311,211 | 21,375 (8) | $643,174 | | Thomas X. Geisel | — | — | — | — | 3,547 (4) | $106,729 | 2.369 (9) | $71,283 | | Michael J. Fegan | — | — | — | — | 6,961 (5) | $209,456 | 24,961 (10) | $751,076 | | Christopher J. Porzelt | — | — | — | — | 5,789 (6) | $174,191 | 12,551 (11) | $377,660 |

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)Amounts based on closing price of our Common Stock as of December 31, 2025 ($30.09), as reported on the NASDAQ®.

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) 2,554 shares vest on March 31, 2026; 9,352 shares vest in equal installments on March 31, 2025 and March 31, 2026; and 16,505 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2025. |

  92. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) 1,179 shares vest on March 31, 2026; 3,099 shares vest in equal installments on March 31, 2026 and March 31, 2027; and 6,065 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2025. |

  93. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (4)3,547 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2025.

  94. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) 910 shares vest on March 31, 2026; 2,390 shares vest in equal installments on March 31, 2026 and March 31, 2027; and 3,661 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2025. |

  95. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) 737 shares vest on March 31, 2026; 2,214 shares vest in equal installments on March 31, 2026 and March 31, 2027; and 2,838 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2025. |

  96. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) For Mr. Lubow, 86,493 shares cliff vest at Target in 2025 upon satisfaction of performance requirements, 21,040 shares cliff vest at Target in 2026 upon satisfaction of performance requirements, and 24,757 shares cliff vest at Target in 2027 upon satisfaction of performance requirements. |

  97. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (8) For Mr. Reddy, 5,305 shares cliff vest at Target in 2025 upon satisfaction of performance requirements, 6,972 shares cliff vest at Target in 2026 upon satisfaction of performance requirements, and 9,098 shares cliff vest at Target in 2027 upon satisfaction of performance requirements. |

  98. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (9)For Mr. Geisel, 2,369 shares cliff vest in 2027 at Target upon satisfaction of performance requirements.

  99. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (10) For Mr. Fegan, 14,092 shares cliff vest at Target in 2025 upon satisfaction of performance requirements, 5,378 shares cliff vest at Target in 2026 upon satisfaction of performance requirements, and 5,491 shares cliff vest at Target in 2027 upon satisfaction of performance requirements. |

  100. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (11) For Mr. Porzelt, 3,315 shares cliff vest at Target in 2025 upon satisfaction of performance requirements, 4,980 shares cliff vest at Target in 2026 upon satisfaction of performance requirements, and 4,256 shares cliff vest at Target in 2027 upon satisfaction of performance requirements. |

  101. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth information regarding the value realized by our NEOs on option exercises and stock awards vested during the year ended December 31, 2025.

  102. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Stuart H. Lubow | — | — | 18,778 | $390,860 | | Avinash Reddy | — | — | 9,087 | $189,613 | | Conrad J. Gunther | — | — | 8,578 | $179,474 | | Michael J. Fegan | — | — | 6,152 | $127,665 | | Christopher J. Porzelt | — | — | 4,251 | $87,103 |

  103. OPTION EXERCISES AND STOCK VESTED

    | (1) Based on the closing price of our Common Stock on the respective vesting dates. |

  104. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The Bank maintains the SERP, which is a non-qualified deferred compensation plan, to provide benefits for certain executives and officers. The SERP is designed to compensate for the benefits reduced under the 401(k) and the Pension Plan (plan is frozen and terminated) due to the application of the compensation dollar limits and annual benefit limits under the Internal Revenue Code of 1986, as amended (the “Code”). Under the terms of the SERP, the amount of a participant’s annual 401(k) credit and/or annual pension credit is generally equal to the excess of the annual benefit to which the participant would have been entitled under the 401(k) Plan and/or the Pension Plan if the compensation dollar limits under the Code did not apply for each plan year. A participant’s account balance will be fully vested at all times. Mr. Lubow is the only NEO that participates in the Pension Plan benefit under the SERP. The following table sets forth certain information pertaining to the present value of accumulated benefits payable to Mr. Lubow as of December 31, 2025. The amounts reflected have been determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements.

  105. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Stuart H. Lubow | SERP | 5 | $2,091,665 | — |

  106. NONQUALIFIED DEFERRED COMPENSATION – 401(K) SERP

    NONQUALIFIED DEFERRED COMPENSATION – 401(K) SERP

  107. NONQUALIFIED DEFERRED COMPENSATION – 401(K) SERP

    | Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year ($) (1) | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | | Stuart H. Lubow | — | $67,534 | $23,560 | — | $332,741 | | Avinash Reddy | — | $19,075 | $16,769 | — | $145,566 | | Conrad J. Gunther | — | $24,624 | $12,474 | — | $118,543 | | Thomas X. Geisel | — | $9,292 | $748 | — | $10,040 | | Michael J. Fegan | — | $10,768 | $8,847 | — | $66,145 | | Christopher J. Porzelt | — | $9,110 | $7,660 | — | $52,876 |

  108. NONQUALIFIED DEFERRED COMPENSATION – 401(K) SERP

    | (1) Contributions included in the “Registrant Contributions in Last Fiscal Year” column are included as compensation for the NEO in the Summary Compensation Table. |

  109. NONQUALIFIED DEFERRED COMPENSATION – 401(K) SERP

    As previously disclosed, under the terms of the SERP, the amount of a participant’s annual 401(k) credit and/or annual pension credit is generally equal to the excess of the annual benefit to which the participant would have been entitled under the 401(k) Plan and/or the Pension Plan if the compensation dollar limits under the Code did not apply for each plan year. A participant’s account balance will be fully vested at all times.

  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table shows estimated payments that would be made to the NEOs upon specified events, assuming such events occurred on December 31, 2025, pursuant to each NEO’s employment agreement, change in control agreement, equity awards, and other benefit plans or arrangements under the various circumstances presented. In addition, the NEOs are entitled to certain retirement benefits under plans maintained by the Bank or the Company that are not conditioned on a termination of employment or a change in control of the Bank or the Company. The NEOs are participants in a SERP, as described above in the Pension Benefits and Nonqualified Deferred Compensation section of this Proxy Statement, and details regarding their benefits in the SERP are disclosed in the Pension Benefits table and the Nonqualified Deferred Compensation table of this Proxy Statement.

  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Involuntary Termination ($) | Involuntary Termination after Change in Control ($) | Disability ($) | Death ($) | | Stuart H. Lubow | | | | | | Stock Based Incentive Plans | — | $4,835,493 (2) | $4,835,493 (2) | $4,835,493 (2) | | Employment Agreement | $8,578,165 (1) | $8,227,399 (3) | $1,236,385 (4) | $1,236,385 (4) | | Avinash Reddy | | | | | | Stock Based Incentive Plans | — | $984,395 (2) | $984,395 (2) | $984,395 (2) | | Employment Agreement | $3,181,597 (1) | $3,134,880 (3) | $332,873 (4) | $332,873 (4) | | Thomas X. Geisel | | | | | | Stock Based Incentive Plans | — | $142,506 (2) | $142,506 (2) | $142,506 (2) | | Employment Agreement | $1,693,384 (1) | $2,444,126 (3) | — | — | | Michael J. Fegan | | | | | | Stock Based Incentive Plan | — | $913,712 (2) | $913,712 (2) | $913,712 (2) | | Change in Control Agreement | — | $2,224,496 (3) | — | — | | Christopher J. Porzelt | | | | | | Stock Based Incentive Plans | — | $521,911 (2) | $521,911 (2) | $521,911 (2) | | Change in Control Agreement | — | $1,497,147 (3) | — | — |

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) For Messrs. Lubow, Reddy and Geisel, this amount represents the sum of: (i) an amount equal to the product of (a) the executive’s annual cash bonus for the fiscal year immediately preceding the fiscal year in which the event of termination occurs (the “Recent Bonus”) and (b) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 (the “Pro Rata Bonus”), (ii) an amount equal to the product of (a) three and (b) the sum of (c) executive’s base salary and (d) the Recent Bonus; (iii) an amount equal to the Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which executive participates as of immediately prior to the date of termination that executive would receive if executive’s employment continued for the three-year period following the date of termination; and (iv) an amount equal to the product of (a) 150% of the monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for executive and his or her spouse and dependents as of immediately prior to the date of termination, and (b) thirty-six. Mr. Geisel did not receive a Recent Bonus due to his hire date in 2025. |

  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (2) This amount represents the value of unvested restricted stock units and restricted stock awards, subject to time-based and performance-based vesting (at target), that receive accelerated vesting upon certain events, including death, disability and a qualifying termination of employment following a change in control. |

  114. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (3) In the event of an involuntary termination after a change in control, this amount represents the sum of (i) the Pro Rata Bonus; (ii) the amount equal to the product of (a) three (two for Mr. Porzelt) and (b) the sum of (c) executive’s base salary and (d) the greater of the Annual Cash Bonus (at target) in the year of a change in control or the average of the annual cash bonus earned by the executive during the three years prior to a change in control (including the full value of the annual cash bonus, whether payable in cash or another form); (iii) an amount equal to the Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which executive participates as of immediately prior to the date of termination that executive would receive if executive’s employment continued for the three years (two years for Mr. Porzelt); and (iv) an amount equal to the product of (a) 150% of the monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for executive and his or her spouse and dependents as of immediately prior to the date of termination, and (b) thirty-six (twenty-four for Mr. Porzelt). In consideration for the foregoing payments and benefits, each employment agreement contains restrictive covenants concerning nondisclosure of confidential information, mutual non-disparagement of either party and non-competition and non-solicitation restrictions, which shall apply for the period of time mutually to be agreed to by the parties, and in no event shall the time period be less than six months or exceed two years. In the event that payments to the executive become subject to Sections 280G and 4999 of the Code, such payments shall be reduced if such reduction would leave the executive officer better off on an after-tax basis, and accordingly, the amount shown in this column may be reduced. |

  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (4)In the event of death or disability, this amount represents the Recent Bonus. The Company, Bank and Mr. Gunther, the former Senior Executive Vice President and Chief Lending Officer of the Company, entered into a Retirement, Consulting and Release Agreement, dated November 3, 2025, in connection with Mr. Gunther’s retirement and subsequent resignation from his employment with the Company and Bank on December 31, 2025. As provided in the agreement: (i) Mr. Gunther received a bonus of $252,070, less required withholding, which reflected the executive’s annual incentive award under the 2025 Annual Incentive Plan and which was paid on December 31, 2025, (ii) accelerated vesting of certain equity awards, and (iii) a consulting fee equal to $579,554 in exchange for consulting services from January 1, 2026 through December 31, 2026.

  116. CEO PAY RATIO

    CEO PAY RATIO Pursuant to Section 953 (b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median compensated employee and the annual total compensation of our CEO. For 2025, annual total compensation of our median employee other than our CEO was $94,000.16 and the annual total compensation for our CEO as reported in the 2025 Summary Compensation Table was $4,172,479.71. Based on this information, for 2025 we estimate the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 44 to 1. We identified our median employee using our entire workforce, as of December 31, 2025, including all full-time and part-time employees of the Bank. We used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2025. We annualized compensation for full-time and part-time permanent employees who were employed on December 31, 2025, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. We determined the annual total 2025 compensation for our median employee by calculating total compensation for such employee in accordance with the requirements of Item 402 (c)(2)(x) of Regulation S-K. With regard to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table, which is included in this Proxy Statement. The SEC’s rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.

  117. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation and Human Resources Committee did not utilize Compensation Actually Paid as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please refer to our “Compensation Discussion and Analysis”.

  118. PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | | | | | Value of Initial Fixed 100 Investment based on: (4) | | | | | Year | Summary Compensation Table Total for Kevin O’Connor ($) (1) | Summary Compensation Table Total for Stuart Lubow ($) (1) | Compensation Actually Paid to Kevin O’Connor ($) (1) (2) (3) | Compensation Actually Paid to Stuart Lubow ($) (1) (2) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1) (2) (3) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Adjusted ROATCE (5) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | N/A | 4,172,480 | N/A | 3,994,757 | 1,120,807 | 1,179,381 | 148.64 | 145.06 | 110.7 | 10% | | 2024 | N/A | 3,546,605 | N/A | 3,954,412 | 979,609 | 1,137,628 | 146.53 | 138.72 | 29.1 | 6% | | 2023 | 10,135,803 | 4,522,226 | 7,246,970 | 4,278,562 | 985,010 | 899,141 | 123.11 | 121.01 | 96.1 | 11% | | 2022 | 4,255,662 | N/A | 3,567,836 | N/A | 1,656,101 | 1,490,284 | 139.13 | 120.97 | 152.6 | 17% | | 2021 | 9,674,312 | N/A | 10,555,214 | N/A | 2,954,276 | 3,376,950 | 149.29 | 134.24 | 104.0 | 11% |

  119. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) Kevin O'Connor was our PEO for 2020 through August 31, 2023. Stuart Lubow is our PEO starting August 31, 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  120. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Stuart H. Lubow * | Stuart H. Lubow | Avinash Reddy | Avinash Reddy | Avinash Reddy | | Avinash Reddy * | Avinash Reddy | Conrad J. Gunther | Conrad J. Gunther | Conrad J. Gunther | | Conrad J. Gunther * | Conrad J. Gunther | Patricia M. Schaubeck | Michael J. Fegan | Michael J. Fegan | | Patricia M. Schaubeck * | Patricia M. Schaubeck | Michael J. Fegan | Christopher J. Porzelt | Christopher J. Porzelt | | Howard H. Nolan | | | | Thomas X. Geisel | | John M. McCaffery | | | | |

  121. PAY VERSUS PERFORMANCE DISCLOSURE

    * Messrs. Lubow, Reddy, Gunther and Ms. Schaubeck became NEOs for the first time in 2021 and, pursuant to SEC rules, their compensation in this Pay Versus Performance disclosure reflects amounts calculated from February 1, 2021, which was the date of the Merger and the first day of their employment with the Company.

  122. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  123. PAY VERSUS PERFORMANCE DISCLOSURE

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year and any prior year service cost of pension benefits (if a plan amendment or initiation occurred during the year). |

  124. PAY VERSUS PERFORMANCE DISCLOSURE

    | (4) The Peer Group TSR set forth in this table utilizes the S&P SmallCap 600 Banks Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P SmallCap 600 Banks Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  125. PAY VERSUS PERFORMANCE DISCLOSURE

    | (5) We determined Adjusted Return on Average Tangible Common Equity (“Adjusted ROATCE”) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. Return on average tangible common equity (ROATCE) is a non-GAAP measure that is computed by dividing net earnings applicable to common shareholders by average monthly tangible common shareholders’ equity, and Adjusted ROATCE is a non-GAAP measure that further excludes from ROATCE one-time items such as Merger-related expenses, severance expenses, gains from sales of securities and other assets, branch closure expenses, expenses related to termination of borrowings, and other one-time items. This performance measure may not have been the most important financial performance measure for years 2024, 2023, 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Please refer to the Compensation Discussion & Analysis for additional information about our compensation program in 2025. |

  126. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Summary | | Exclusion of | | | | | | Compensation | Exclusion of Change | Stock Awards and | Inclusion of Pension | Inclusion of | Compensation | | | Table Total for | in Pension Value for | Option Awards for | Service Cost for | Equity Values for | Actually Paid to | | | Kevin O'Connor | Kevin O'Connor | Kevin O'Connor | Kevin O'Connor | Kevin O'Connor | Kevin O'Connor | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | N/A | N/A | N/A | N/A | N/A | N/A | | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | | 2023 | 10,135,803 | -374,957 | -539,841 | 48,573 | -2,022,608 | 7,246,970 | | 2022 | 4,255,662 | -568,791 | -584,959 | 48,098 | 417,826 | 3,567,836 | | 2021 | 9,674,312 | -246,142 | -2,572,445 | 59,569 | 3,639,920 | 10,555,214 |

  127. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Summary | | Exclusion of | | | | | | Compensation | Exclusion of Change | Stock Awards and | Inclusion of Pension | Inclusion of | Compensation | | | Table Total for | in Pension Value for | Option Awards for | Service Cost for | Equity Values for | Actually Paid to | | | Stuart Lubow | Stuart Lubow | Stuart Lubow | Stuart Lubow | Stuart Lubow | Stuart Lubow | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 4,172,480 | -500,442 | -1,163,271 | — | 1,485,990 | 3,994,757 | | 2024 | 3,546,605 | -436,486 | -652,769 | — | 1,497,062 | 3,954,412 | | 2023 | 4,522,226 | -347,611 | -1,868,314 | — | 1,972,261 | 4,278,562 |

  128. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Average | Average | Average | | | | | | Summary | Exclusion of | Exclusion of | Average | Average | Average | | | Compensation | Change in | Stock Awards and | Inclusion of Pension | Inclusion of | Compensation | | | Table Total for | Pension Value for | Option Awards for | Service Cost for | Equity Values for | Actually Paid to | | | Non-PEO NEOs | Non-PEO NEOs | Non-PEO NEOs | Non-PEO NEOs | Non-PEO NEOs | Non-PEO NEOs | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 1,120,807 | — | -277,597 | — | 336,171 | 1,179,381 | | 2024 | 979,609 | — | -183,361 | — | 341,380 | 1,137,628 | | 2023 | 985,010 | — | -216,589 | — | 130,720 | 899,141 | | 2022 | 1,656,101 | -112,160 | -228,767 | — | 175,110 | 1,490,284 | | 2021 | 2,954,276 | -33,159 | -408,322 | 4,372 | 859,783 | 3,376,950 |

  129. PAY VERSUS PERFORMANCE DISCLOSURE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  130. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Year-End Fair | | | Change in Fair | | | | | | Value of Equity | Change in Fair | Vesting-Date | Value from | | | | | | Awards Granted | Value from Last | Fair Value of | Last Day of | Fair Value at | Value of | | | | During Year | Day of Prior | Equity Awards | Prior Year to | Last Day of | Dividends or Other | | | | That Remained | Year to Last | Granted During | Vesting Date of | Prior Year of | Earnings Paid | Total - | | | Unvested | Day of Year of | Year that | Unvested Equity | Equity Awards | on Equity Awards | Inclusion of | | | as of Last | Unvested Equity | Vested During | Awards that Vested | Forfeited | Not Otherwise | Equity Values | | | Day of Year for | Awards for | Year for | During Year for | During Year for | Included for | for | | | Kevin O'Connor | Kevin O'Connor | Kevin O'Connor | Kevin O'Connor | Kevin O'Connor | Kevin O'Connor | Kevin O'Connor | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2023 | — | — | — | -34,152 | -1,988,456 | — | -2,022,608 | | 2022 | 642,454 | -209,666 | — | -14,962 | — | — | 417,826 | | 2021 | 3,437,414 | — | — | 202,506 | — | — | 3,639,920 |

  131. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Year-End Fair | | | Change in Fair | | | | | | Value of Equity | Change in Fair | Vesting-Date | Value from | | | | | | Awards Granted | Value from Last | Fair Value of | Last Day of | Fair Value at | Value of | | | | During Year | Day of Prior | Equity Awards | Prior Year to | Last Day of | Dividends or Other | | | | That Remained | Year to Last | Granted During | Vesting Date of | Prior Year of | Earnings Paid | Total - | | | Unvested | Day of Year of | Year that | Unvested Equity | Equity Awards | on Equity Awards | Inclusion of | | | as of Last | Unvested Equity | Vested During | Awards that Vested | Forfeited | Not Otherwise | Equity Values | | | Day of Year for | Awards for | Year for | During Year for | During Year for | Included for | for | | | Stuart Lubow | Stuart Lubow | Stuart Lubow | Stuart Lubow | Stuart Lubow | Stuart Lubow | Stuart Lubow | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 1,614,028 | -154,210 | — | 26,172 | — | — | 1,485,990 | | 2024 | 1,401,344 | 380,507 | — | -284,789 | — | — | 1,497,062 | | 2023 | 2,280,325 | -270,024 | — | -38,040 | — | — | 1,972,261 |

  132. PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | | Average | | | | | | Average | | | Change | | | | | | Year-End Fair | Average | | in Fair Value | | | | | | Value of Equity | Change | Average | from Last Day | Average Fair | Average Value | | | | Awards Granted | in Fair Value | Vesting-Date | of Prior Year to | Value at Last | of Dividends or | | | | During Year | from Last Day | Fair Value of | Vesting Date | Day of Prior | Other Earnings | | | | That Remained | of Prior Year to | Equity Awards | of Unvested | Year of Equity | Paid on Equity | Total - | | | Unvested | Last Day of Year | Granted During | Equity Awards | Awards | Awards Not | Average | | | as of Last Day | of Unvested | Year that Vested | that Vested | Forfeited | Otherwise | Inclusion of | | | of Year for | Equity Awards for | During Year for | During Year for | During Year for | Included for | Equity Values for | | | Non-PEO NEOs | Non-PEO NEOs | Non-PEO NEOs | Non-PEO NEOs | Non-PEO NEOs | Non-PEO NEOs | Non-PEO NEOs | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 305,672 | -7,073 | 47,356 | 9,613 | -19,397 | — | 336,171 | | 2024 | 393,641 | 45,769 | — | -98,030 | — | — | 341,380 | | 2023 | 248,281 | -102,915 | — | -14,646 | — | — | 130,720 | | 2022 | 251,263 | -68,014 | — | -8,139 | — | — | 175,110 | | 2021 | 779,427 | — | 55,978 | 24,378 | — | — | 859,783 |

  133. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years.

  134. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the five most recently completed fiscal years.

  135. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted ROATCE

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted ROATCE The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Adjusted ROATCE during the five most recently completed fiscal years.