DEF 14A of Dime Commercial Bancshares, Inc. /NY/, Apr 10, 2024

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

Filed Apr 10, 2024 · FY20230001140361-24-019078

Open on EDGAR

  1. PROPOSAL 1. — ELECTION OF DIRECTORS

    PROPOSAL 1. — ELECTION OF DIRECTORS The Company’s Board of Directors currently consists of twelve (12) 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. In August 2023, Chief Executive Officer Stuart H. Lubow was appointed to the Board of Directors. In September 2023, Marcia Z. Hefter retired as a director of the Company and the Board appointed Judith H. Germano as her successor. In December 2023 Kevin M. O'Connor stepped down as a director of the Company. See “Recent Director Appointments," below.

  2. 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 2025 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:

  3. Information as to Nominees

    | Kenneth J. Mahon | | Age: 73 Director since: 2021 | | Mr. Mahon is Chairman of the Board of Directors of the Company and the Bank. He was Executive Chair for an initial three-year period after the closing of the merger of Dime Community Bancshares, Inc. (“Legacy Dime”). and Bridge Bancorp, Inc. (“Legacy Bridge”) in February 2021 (the “Merger”), during which time he was also considered to be an “inside director” under SEC rules. 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 provides valuable insight and counsel to the Board. |

  4. Information as to Nominees

    | Paul M. Aguggia | | Age: 61 Director since: 2022 | | 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 30 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 law provide valuable knowledge to the Board. |

  5. Information as to Nominees

    | Rosemarie Chen | | Age: 57 Director since: 2021 | | 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 Practice Leader at Willis Towers Watson, a global advisory, broker, and solutions company where she has advised companies on strategic human capital issues along with leading initiatives relating to Fintech since 2016. Prior to joining Willis Towers Watson, Ms. Chen held senior executive roles with Deloitte Consulting (Senior Manager - 2013 to 2016) and Aon Hewitt/McLagan Partners (Head of US Infrastructure Services and Support - 2003 to 2012). 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. |

  6. Information as to Nominees

    | Michael P. Devine | | Age: 77 Director since: 2021 | | Mr. Devine was appointed a director of the Company effective with the closing of the Merger. He previously served as a director of Legacy Dime since 1980 and as Vice Chairman of the Board since 2014. Mr. Devine served as Chief Operating Officer from 1995 and as President and Chief Operating Officer from 1997 until 2014. Mr. Devine’s in-depth knowledge of the banking industry and Legacy Dime, obtained from his lifelong career in the industry, make him qualified to serve on the Board. |

  7. Information as to Nominees

    | Judith H. Germano | | Age: 54 Director since: 2023 | | 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, privacy, white-collar criminal, and regulatory compliance matters. She is a Distinguished Fellow at New York University's (“NYU”) Center for Cyber security, an Adjunct Professor of Law at NYU School of Law. and an Adjunct Professor at NYU Stern School of Business. 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, data privacy law, and risk management provide valuable insights and perspectives to the Board. |

  8. Information as to Nominees

    | Matthew A. Lindenbaum | | Age: 61 Director since: 2018 | | 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. |

  9. Information as to Nominees

    | Stuart H. Lubow | | Age: 66 Director since: 2023 | | Mr. Lubow is President and Chief Executive Officer of the Company and the Bank. Mr. Lubow was appointed a director of the Company in August 2023. Prior to the Merger, Mr. Lubow served as President and Chief Operating Officer of Legacy Dime. Prior to joining Legacy Dime in 2017, Mr. Lubow was a founder, Chairman, President, and Chief Executive Officer of Community National Bank from its inception in 2005 until its sale to the Company in June 2015. Prior to that, Mr. Lubow was founder, President, and Chief Executive Officer of Community State Bank, Executive Vice President and Chief Operating Officer of Garden State Bank, and Chief Operating Officer at Dollar Dry Dock Bank. Prior to Dollar Dry Dock Bank, Mr. Lubow held senior positions at various regional banks. |

  10. Information as to Nominees

    | Albert E. McCoy, Jr. | | Age: 60 Director since: 2008 | | Mr. McCoy is President of W. F. McCoy Petroleum Products Inc. and the McCoy Bus Company located in Bridgehampton, New York. He has been a director of the Company since 2008. As a local businessman, Mr. McCoy brings to the Board of Directors an extensive knowledge of local markets and the communities served by the Company. |

  11. Information as to Nominees

    | Raymond A. Nielsen | | Age: 73 Director since: 2013 | | Mr. Nielsen is a director of CVD Equipment Corp. and has been a director of the Company since 2013. He previously served as 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. |

  12. Information as to Nominees

    | Joseph J. Perry | | Age: 57 Director since: 2021 | | 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 partner at Marcum LLP, a public accounting and consulting firm headquartered in New York, New York, where he has served as the Tax and Business Services Leader since 2006 and is 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 is a member of the American Institute of Certified Public Accountants and the New York State Society of Public Accountants. Mr. Perry’s more than 30 years of tax and accounting experience in the financial services industry are valuable resources to the Board. |

  13. Information as to Nominees

    | Kevin Stein | | Age: 62 Director since: 2021 | | 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. From June 2022 through December 2023, 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 2022. 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 Ocwen Financial Corporation. Mr. Stein’s more than 30 years of experience in finance and banking, and his banking regulatory knowledge, make him qualified to serve as a director. |

  14. Information as to Nominees

    | Dennis A. Suskind | | Age: 81 Director since: 2002 | | Mr. Suskind is a retired General Partner of Goldman Sachs & Co. and has been a director of the Company since 2002. Mr. Suskind is a director of the Chicago Mercantile Exchange and serves as a member on its Audit, Nominating and Governance, and Executive Committees, and is Chairperson of its Risk Committee. His considerable experience in investment banking, capital markets, and his service on the Board of Directors of another publicly traded company are valuable assets to the Board of Directors. |

  15. 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. Independence of Nominees The Board has determined that, except as to Mr. Lubow, each member of the Board is an “independent director” within the meaning of the corporate governance listing standards of the Nasdaq Stock Market. Mr. Lubow is not considered independent because he is an employee of the Company. In reaching independence determinations of other directors, the Board considered any loans outstanding that were made by the Bank to a director and any related transactions between the Company and a director. See “Certain Relationships and Related Transactions,” below. Experience of Nominees Each nominee for the Board of Directors brings relevant experience that provides sound oversight and guidance to management in developing corporate strategy, managing risk, and promoting an inclusive culture. Nominees for the Board possess the following skills, with “0” representing no skills and experience for that expertise, and “3” representing the highest level of skills and experience for that expertise, as determined by the Board:

  16. Information as to Nominees

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED IN THIS PROXY STATEMENT. |

  17. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION General The Compensation and Governance Committees recommend Board compensation to the Board for its approval. The Company set non-employee director pay in 2021 upon the closing of the Merger. A review was performed of the compensation practices of a group of comparable institutions. At that time, the total amount of non-employee director compensation was positioned at between the 50th and 75th percentile of the comparison group. Consistent with a majority of the comparison group, non-employee director compensation was paid 55% in cash and 45% in restricted stock to vest one year after grant. In addition, Board Committee chair retainer fees were set at competitive levels. Consistent with the practice of the comparison group, no fees were paid for attendance at Board and Committee meetings. The directors’ compensation program is reviewed annually. Other than the elimination of chair retainers for several Committees as described below, under “Compensation Paid to Board Members in 2023,” Board compensation has remained unchanged since 2021 keeping in mind the overall economic environment and the Board’s focus on expense discipline. Compensation Paid to Board Members in 2023 All members of the Board of Directors of the Company also serve on the Board of the Bank. For fiscal year 2023, each outside non-employee director received an annual retainer fee of $130,000. The Chairman of the Board of Directors received an additional annual retainer of $60,000 and the Lead Director of the Board of Directors received an additional annual retainer of $25,000. The Chairpersons of the Audit, Compensation, and Enterprise Risk Committees received an annual Committee chair retainer of $25,000 and the Chairperson of the Corporate Governance Committee received an annual Committee chair retainer of $15,000. No Committee chair retainer was paid if the chair was also the Lead Director. Retainers for the compliance risk, credit risk and strategic planning Committees were eliminated in 2023. As previously noted, the position of Lead Director, along with the associated retainer, was also eliminated in February 2024. All retainers were paid 55% in cash and 45% in Common Stock (See, “Directors’ Stock Purchase Program,” below). The Company’s 2021 Equity Incentive Plan limits compensation to a non-employee director to $250,000 per year, inclusive of the grant date fair value of equity awards plus the amount of any cash-based compensation paid to the non-employee director. See “Director Summary Compensation Table,” below. Directors’ Stock Purchase Program The Company maintains the Dime Community Bancshares, Inc. Directors’ Stock Purchase Program (the “DSPP”). The DSPP permits outside directors to receive, in the form of Common Stock, all or any portion of Board, Committee Chair or Lead Director retainers that are otherwise payable in cash. Any election must be made during a period when open market trading is permitted and can only be changed or revoked during a similar period. All elections and changes are subject to Compensation Committee or Board approval. Elections are limited to a specific calendar year, and, therefore, must be renewed and approved by the Compensation Committee or Board each year. Under the DSPP, cash compensation is converted into shares of Common Stock based on the closing price of the Common Stock on the Nasdaq Stock Market on the date on which the cash compensation would otherwise be paid. Ms. Chen and Mr. Perry participated in the DSPP during the year ended December 31, 2023. Director Summary Compensation Table The following table sets forth information pertaining to the compensation paid to non-employee directors for the fiscal year ended December 31, 2023:

  18. DIRECTOR COMPENSATION

    | Name(1) | Fees Earned or Paid in Cash | Stock Awards | Total | | Kenneth J. Mahon | $104,500 | $85,500(5) | $190,000 | | Paul M. Aguggia | $71,500 | $58,500(6) | $130,000 | | Rosemarie Chen | $85,250 | $69,750(7) | $155,000 | | Michael P. Devine | $71,500 | $58,500(6) | $130,000 | | Judith H. Germano(2) | $23,833 | $29,250(8) | $53,083 | | Marcia Z. Hefter(3) | $49,500 | $31,492(9) | $80,992 | | Matthew A. Lindenbaum | $71,500 | $58,500(6) | $130,000 | | Albert E. McCoy, Jr. | $71,500 | $58,500(6) | $130,000 | | Raymond A. Nielsen | $71,500 | $58,500(6) | $130,000 | | Kevin M. O’Connor(4) | $43,333 | — | $43,333 | | Joseph J. Perry | $85,250 | $69,750(7) | $155,000 | | Kevin Stein | $85,250 | $69,750(7) | $155,000 | | Dennis A. Suskind | $84,906 | $68,625(10) | $153,531 |

  19. DIRECTOR COMPENSATION

    (1) Stuart H. Lubow, the Company’s CEO, is not included in this table as he is a Named Executive Officer of the Company and did not receive additional compensation as a director. (2) Director Germano commenced service as a director on September 28, 2023. (3) Ms. Hefter ceased service as a director on September 28, 2023. (4) During his tenure as CEO of the Company, from January 1, 2023 to August 31, 2023, Mr. O’Connor received no additional compensation for his service as a director. From September 1, 2023 to December 31, 2023, Mr. O’Connor received a pro rata payment, in cash, of the director’s annual retainer fee. Mr. O’Connor ceased service as a director on December 31, 2023. (5) Value of 3,600 shares of restricted stock awarded on March 31, 2023. (6) Value of 2,463 shares of restricted stock awarded on March 31, 2023. (7) Value of 2,937 shares of restricted stock awarded on March 31, 2023. (8) Value of 1,454 shares of restricted stock awarded on September 28, 2023. (9) Upon her retirement on September 28, 2023, Ms. Hefter’s annual restricted stock award of 2,652 shares, granted on March 31, 2023, was pro-rated based on the amount of time she served on the Board in 2023. Ms. Hefter forfeited 1,326 shares of restricted stock and was paid cash in lieu thereof in the amount of $31,492, representing the value of the 1,326 forfeited shares of restricted stock. Board Diversity Although the Board does not have a specific diversity policy, it recognizes that diverse representation on the Board serves to improve dialogue, decision-making, and culture in the boardroom. In recent years, our Corporate Governance Committee has focused on advancing continued diversity on the Board during refreshment activities by requiring that candidate pools include diverse individuals, including women and people of color, who meet the recruitment criteria. From the candidate pools, our Corporate Governance Committee will select our director candidates based on their qualifications and attributes as set forth above under, “Director Nominations.” Our director nominees include two women, or 17% of our Board, and a nominee identifying as more than one race.

  20. DIRECTOR COMPENSATION

    | Board Diversity Matrix (As of March 28, 2024) | | | | | | Total Number of Directors | 12 | | | | | | Female | Male | Non-Binary | Did not Disclose Gender | | Number of directors based on gender identity | 2 | 9 | - | 1 | | Number of Directors Who Identify in Any of the Categories Below: | | | | | | African American or Black | 1 | - | - | - | | Alaskan Native or Native American | - | - | - | - | | Asian | 1 | - | - | - | | Hispanic or Latinx | - | - | - | - | | Native Hawaiian or Pacific Islander | - | - | - | - | | White | 2 | 9 | - | - | | Two or More Races or Ethnicities | 1 | - | - | - | | LGBTQ+ | - | | | | | Did not Disclose Demographic Background | 1 | | | |

  21. DIRECTOR COMPENSATION

    Board diversity data is unchanged from March 31, 2023, the record date for our 2023 annual meeting.

  22. COMPENSATION DISCUSSION AND ANALYSIS

    | Current NEOs(1) 2023 | Year | Annual Salary | Annual Cash Incentive | Annual Long Term Incentive Awards (at Target)(2) | Total Compensation with Long Term Incentive Awards (at Target)(2) | Performance- Based, Promotion Equity Awards (at Target)(2)(3) | Total Annual Compensation | | Stuart H. Lubow President and Chief Executive Officer | 2023 | $975,000 | $1,207,781 | $455,003 | $2,637,784 | $1,625,048 | $4,262,832 | | | 2022 | $700,000 | $914,223 | $454,975 | $2,069,198 | — | 2,069,198(4) | | Avinash Reddy Senior Executive Vice President and Chief Financial Officer | 2023 | $525,000 | $325,172 | $209,996 | $1,060,168 | — | $1,060,168 | | | 2022 | $500,000 | $293,857 | $174,959 | $968,816 | — | $968,816 | | Michael Fegan Senior Executive Vice President and Chief Technology and Operations Officer | 2023 | $405,000 | $225,762 | $161,992 | $792,754 | $216,674 | $1,009,428 | | | 2022 | $375,000 | $195,905 | $131,193 | $702,098 | — | $702,098 | | Conrad J. Gunther Senior Executive Vice President and Chief Lending Officer | 2023 | $475,200 | $294,327 | $190,092 | $959,619 | — | $959,619 | | | 2022 | $440,000 | $258,595 | $153,940 | $852,535 | — | $852,535 | | Patricia M. Schaubeck Executive Vice President and General Counsel | 2023 | $375,000 | $202,289 | $149,997 | $727,286 | — | $727,286 | | | 2022 | $375,000 | $195,905 | $131,193 | $702,098 | — | $702,098 |

  23. COMPENSATION DISCUSSION AND ANALYSIS

    (1) Mr. Kevin M. O’Connor, former CEO of the Company, is excluded from the table given his termination of service on August 31, 2023. Mr. Lubow, the then President and Chief Operating Officer of the Company, was appointed President and Chief Executive Officer on August 31, 2023. See discussion below under the heading, “CEO Succession.” (2) Calculated using the market value of Common Stock on the date of grant. (3) See discussion below under the heading, “Performance-Based, Promotion Equity Awards.” (4) Mr. Lubow’s 2022 Total Annual Compensation reflects his position as President and Chief Operating Officer of the Company, prior to his promotion to President and Chief Executive Officer on August 31, 2023. CEO Succession On August 31, 2023, Kevin M. O’Connor, former CEO of the Company, separated from employment with the Company without Cause (as that term is defined in Mr. O’Connor’s Employment Agreement and Retention and Award Agreement, both dated October 16, 2020 (“Employment Agreement”)). The Company and Mr. O’Connor entered into an Agreement and General Release pursuant to which the Company made payment to Mr. O’Connor in accordance with the Company’s obligations under his Employment Agreement. Mr. O’Connor’s outstanding unvested restricted stock awards, inclusive of time vested restricted stock grants and performance-based restricted stock grants, were forfeited. The forfeitures include shares granted to Mr. O’Connor as part of the Merger. The payment to Mr. O’Connor is more fully described in the “Summary Compensation Table,” below. Mr. O’Connor continued to serve as a director of the Company through December 31, 2023. Simultaneously with Mr. O’Connor’s separation from service, Stuart H. Lubow was appointed as President and Chief Executive Officer and a member of the Board of Directors of the Company and the Bank. He previously served as President and Chief Operating Officer of the Company and the Bank. Prior to the Merger, Mr. O’Connor was President and CEO of Legacy Bridge beginning in 2007. Mr. Lubow was appointed President and Chief Operating Officer of Legacy Dime in 2020 and had significant prior CEO experience. He served as CEO of Community National Bank from 2005 to 2015 and prior to that, CEO of Community State Bank. As part of the Merger, the Board believed it was important to retain both executives from a business continuity perspective and for client retention and growth. Mr. O’Connor was appointed CEO of the pro forma Company and Mr. Lubow was appointed President and Chief Operating Officer. The Merger agreement provided for a three-year employment contract for Mr. O’ Connor. Post completion of the Merger, and as part of the ongoing succession planning process at the Company, the Board had designated Mr. Lubow as the successor to Mr. O’Connor. As the Company approached the two-year anniversary of the Merger, discussions ensued about the optimal management structure and the status of Mr. O’Connor’s Employment Agreement. The Board eventually determined that with the passage of time the Company would be better positioned for the future with a singular CEO figure who could be the face and representative of the Company both externally and internally. All business facing units were already under the purview of Mr. Lubow and he had intimate knowledge of all aspects of the business lines and operations of the Company. Additional considerations included the ongoing expense of two senior level executives with similar backgrounds (see “Executive Compensation,” above). As such, the Board unanimously determined that it would be in the best interest of the Company to separate from Mr. O’Connor. With the return of stability to the banking system in the third quarter of 2023, the Board of Directors determined that it was an appropriate time to finalize its decision on CEO succession and Mr. Lubow was formally named CEO on July 28, 2023. The economic considerations of waiting until Mr. O’Connor’s three-year Employment Agreement ran its course was considered against terminating Mr. O’Connor’s employment prior to the end of his Employment Agreement. A negotiated settlement was reached with Mr. O’Connor whereby he would receive, in accordance with the Company’s obligations under his Employment Agreement, a cash severance payment of $8,291,683 (exclusive of regular salary payments) and reimbursement of his legal fees in connection with his separation from the Company, in the amount of $135,000. Mr. O’Connor’s outstanding unvested restricted stock awards, inclusive of time vested restricted stock grants and performance-based restricted stock grants (at Maximum), totaling 97,130 shares, with a value of $2,069,840 as of August 31, 2023, were forfeited. The forfeitures include shares granted to Mr. O’Connor as part of the Merger. The treatment of Mr. O’Connor’s unvested restricted stock awards is consistent with the terms of the award agreements under which they were granted, which provided any restricted stock award that had not vested as of the date of his termination without Cause would expire and be forfeited. Key Performance Highlights 2023 The Company delivered solid results in 2023 despite a challenging economic environment, especially for the banking industry that was marked by the failure of three well known regional banks. Each of these institutions had specific balance sheet related challenges, and as such, investor focus over the course of the year was attuned to balance sheet strength and safety. In this context, the Company prioritized actions to fortify and strengthen its balance sheet which are noted in the highlights below. (1) Deposits: Dime grew total deposits by over $276 million in 2023. We accomplished this by providing exemplary customer service, maintaining a strong balance sheet, and hiring productive deposit-gathering banking teams. (2) Liquidity: The Company increased its on balance sheet liquidity, as measured by cash and securities, to $1.94 billion at December 31, 2023 from $1.71 billion at December 31, 2022 (representing a 13.45% increase). A significant focus was placed on broadening access to various asset-based sources of funding throughout the year. (3) Non-Insured Deposits: The three regional banks that failed in 2023 had particularly high percentages of non-insured deposits. As such, significant focus was placed on improving the granularity of deposits and reducing non-insured deposits. In this regard, the Company’s level of non-insured deposits was reduced to 29% of total deposits at December 31, 2023 versus 33% at December 31, 2022. Our coverage of non-insured deposits (measured as on balance sheet liquidity and wholesale funding sources divided by non-insured deposits) increased to 185% as of February 29, 2024, versus 84% at February 28, 2023. (4) Asset Quality: Despite the economic headwinds, the Company’s asset quality metrics remained stable on a year-over-year basis. Non- performing loans represented only .27% of total assets at December 31, 2023 compared to .45% of total assets at year-end 2022. This level compares favorably to the median of the Company’s Compensation Peer Group of .41% at December 31, 2023 (See “Market Data Usage,” below for a discussion of the Company’s Compensation Peer Group). (5) Capital: The Company prudently grew all of its risk-based regulatory capital ratios over the course of 2023. The Company’s Tier 1 Common Equity Ratio grew from 9.15% as of December 31, 2022 to 9.84% as of December 31, 2023, and Total Risk-Based Capital grew from 12.89% to 13.54% during that same period. Maintaining a strong capital base in an uncertain economic environment positions the Company favorably for future growth. (6) Dividend: In March 2023, the Company announced an increase in its quarterly common stock dividend by 4.2% from $0.24 per share to $0.25 per share. The dividend increase reflected the Company’s strong financial position.

  24. COMPENSATION DISCUSSION AND ANALYSIS

    (7) Expense Management: The Company maintained its strong focus on expense discipline. Despite increased pressures on costs due to the inflationary environment, the Company was able to keep its adjusted non-interest expense to average assets ratio well contained. The Company’s adjusted non-interest expense to average assets ratio was 1.45% for fiscal year 2023, compared to the Peer Group median of 1.98%. (8) Long Term Franchise Enhancement: Management took several major foundational steps in 2023 to advance our mission of building a high-quality deposit franchise that funds a diversified asset base. During 2023, we capitalized on market disruption caused by the failures of several regional banks and hired 7 deposit-focused teams from the former Signature Bank and the former First Republic Bank. In a short period of time (June-December) these groups onboarded over 1,000 clients and grew deposits by approximately $333 million. In addition, the Bank built the infrastructure for a new healthcare-focused lending vertical by hiring a senior lender from an acquired institution. The addition of healthcare loans is expected to diversify the Company’s asset composition over time. (9) Technology Upgrades: The Company made significant enhancements to its technology offerings in 2023. These upgrades included a brand-new digital banking platform and an escrow management platform. Upgrading our technology was a key differentiating factor in our efforts to recruit new bankers to the Bank. In addition, the Company completed an outsourcing of its core platform, which will enable us to better manage this aspect of technology costs. (10) Community Reinvestment: The Bank maintained an overall Community Reinvestment Act rating of “Outstanding.” While the Company’s stock price performance was below its Peer Group for calendar year 2023, it is important to note, and as outlined in the table below, the stock price performance of the Company since the announcement on July 28, 2023 of the appointment of Mr. Lubow as CEO was at the upper tier of the Peer Group. The Board of Directors believes that CEO Lubow’s new strategic plan, which is focused on growing deposits and diversification of the balance sheet, will create long-term shareholder value. As noted in the Company’s March 2024 investor presentation, available on the Company’s website, www.dime.com, deposits were up over $400 million from year-end 2023 to March 14, 2024, with market share gains in the Company’s Private and Commercial Bank driving the increase.

  25. COMPENSATION DISCUSSION AND ANALYSIS

    | Component(1) | CEO 2023 Pay Mix(1,2) | Other NEO 2023 Pay Mix (1) | Key Features | | LTIP | | | • The 2023 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 | | | |

  26. COMPENSATION DISCUSSION AND ANALYSIS

    (1) Reflects 2023 total compensation mix which comprises 2023 annual base salary, the 2023 annual cash incentive and the 2023 long-term equity award, at Target. (2) Excludes the former CEO, Kevin O’Connor. Market Data Usage The Compensation Committee conducted its annual Peer Group review in 2023. The purpose of this effort is to inform decisions on NEO pay levels and design. The key measures used in selecting the Company’s 2023 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 $8.5 billion to $30 billion, with a median of $13.9 billion. At year-end 2023, the Company had total assets of $13.6 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 >= 50% of total loans. During 2023 changes were made from the 2022 Compensation Peer Group to delete previous peer banks that were involved in mergers or did not satisfy the asset size criteria. Not all companies in the Compensation Peer Group reported data for each of our executive positions. The 22 companies comprising the Compensation Peer Group used to set fiscal year 2023 pay levels were:

  27. COMPENSATION DISCUSSION AND ANALYSIS

    | Compensation Peer Group(1) | | | Atlantic Union Bankshares Corporation | Independent Bank Corp. | | Berkshire Hills Bancorp, Inc. | OceanFirst Financial Corp, | | Brookline Bancorp, Inc. | Park National Corporation | | ConnectOne Bancorp, Inc. | Premier Financial, Corp. | | Customers Bancorp, Inc. | Provident Financial Services, Inc. | | Eagle Bancorp, Inc. | S&T Bancorp, Inc. | | Eastern Bankshares, Inc. | Sandy Spring Bancorp, Inc. | | First Commonwealth Financial Corporation | TowneBank | | First Financial Bancorp. | United Bankshares, Inc. | | Flushing Financial Corporation | WesBanco, Inc. | | Fulton Financial Corporation | WSFS Financial Corporation |

  28. COMPENSATION DISCUSSION AND ANALYSIS

    (1) Banks removed from Compensation Peer Group in 2023: Lakeland Bancorp Inc. (merger activity), and Tompkins Financial Corporation (did not meet minimum asset size criteria). No banks were added to the Peer Group in 2023. 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. 2023 Shareholder Advisory Vote on 2022 Executive Compensation At the Company’s 2023 annual shareholders’ meeting, we received support for our executive compensation program with 80.4% of the votes by shareholders cast in favor of a non-binding resolution to approve 2022 NEO compensation. After considering suggestions from shareholders, the Company implemented the following changes to its 2023 executive compensation program.

  29. COMPENSATION DISCUSSION AND ANALYSIS

    | What We Heard | What We Did | | Metrics used for the Annual Incentive Plan. Shareholders expressed a desire that the Annual Incentive Plan include an asset quality metric in the Corporate Factor. | In response to feedback, the Company included the metric, Relative Asset Quality as Measured by Relative NPLs/Loans, as a metric in the 2023 AIP Corporate Factor. See discussion below under, “2023 Annual (Cash) Incentive Plan (“2023 AIP”).” | | Discretion for Time-Vested Grants. It was noted that the existing structural design of the Long-Term Incentive Plan allowed for positive discretion in awarding time-vested grants. | In response to that concern, discretion was eliminated from the design of the 2023 LTIP. See discussion below under, “2023 Long-Term (Equity) Incentive Plan (“2023 LTIP”).’’ |

  30. COMPENSATION DISCUSSION AND ANALYSIS

    | | AIP | | LTIP | | | Name and Principal Positions(1) | 2022 Target Opportunity as a % of Salary | 2023 Target Opportunity as a % of Salary | 2022 Target Opportunity as a % of Salary | 2023 Target Opportunity as a % of Salary | | Stuart H. Lubow President and CEO | 100% | 100% | 65% | 65% | | Avinash Reddy SEVP and CFO | 45% | 50% | 35% | 40% | | Michael Fegan SEVP and Chief Technology and Operations Officer | 40% | 45% | 35% | 40% | | Conrad J. Gunther SEVP and Chief Lending Officer | 45% | 50% | 35% | 40% | | Patricia M. Schaubeck EVP and General Counsel | 40% | 45% | 35% | 40% |

  31. COMPENSATION DISCUSSION AND ANALYSIS

    (1) Mr. O’Connor did not meet the eligibility requirements to participate in the 2023 AIP and 2023 LTIP as his employment terminated during the plan year. 2023 Annual (Cash) Incentive Plan (“2023 AIP”) In February 2024, the NEOs were paid annual cash incentives under the 2023 AIP for 2023 performance. The objectives of the 2023 AIP were to align annual incentive compensation with financial benchmarks set forth in the Company’s 2023 Strategic Plan, with a specific focus on managing expenses and improving the quality of the balance sheet. The 2023 AIP is comprised of a Corporate Factor (defined below) that represents 80% of the 2023 AIP opportunity, and a Discretionary Factor (defined below) that represents 20% of the 2023 AIP opportunity. Corporate Factor Selection of Metrics • The Compensation Committee believes that managing expenses prudently is a key driver of long-term value creation and as such the adjusted non-interest expense/average assets measure has always been closely tracked and included in our compensation plans over the years. • Given the extraordinary events of March 2023 (marked by the failure of three regional banks), the Compensation Committee determined that it was important to focus management’s attention on creating a balance sheet with ample liquidity, higher capital levels, lower concentration levels and sound asset quality. These balance sheet metrics were being used by investors, rating agencies and regulators alike in identifying strong and stable banks. As such, the Compensation Committee believed that improving each of these metrics should be the main focus for management in 2023, over and above typical profitability related metrics. The following table sets forth the financial metrics under the 2023 AIP. These metrics comprise the “Corporate Factor” and account for 80% of the 2023 AIP opportunity.

  32. COMPENSATION DISCUSSION AND ANALYSIS

    | Metric | Weighting | Threshold | Target | Maximum | | Adjusted Non-Interest Expenses / Average Assets(1) | 50.0% | 1.70% | 1.55% | 1.40% | | Relative Asset Quality as Measured by Relative NPLs / Loans(2) | 12.5% | 25th Percentile | 50th Percentile | 75th Percentile | | Common Equity Tier 1 Ratio (Consolidated) | 6.25% | 8.75% | 9.25% | 10.25% | | CRE Concentration Ratio (Consolidated) | 6.25% | 600.0% | 550.0% | 500.0% | | Liquidity Scorecard(3) | 25.0% | Pass or Fail. 4 points = 100% Achievement | | |

  33. COMPENSATION DISCUSSION AND ANALYSIS

    (1) Excludes intangible amortization and one-time items such as: any merger-related expenses, branch closures, severance expense, and expenses associated with hiring of new deposit teams. Corporate performance results may be adjusted for non-core, extraordinary, and one-time events as determined and approved by the Compensation Committee. (2) Measured against the Company’s Compensation Peer Group. (3) The following metrics are utilized: (a) Loans/Deposits ≤ 105% = 1 point; > 105% = 0 points, (b) Non-Insured Deposits ≤ 33% = 1 point; > 33% = 0 points, (c) Liquid Assets Ratio ≥ 8.5% = 1 point; < 8.5% = 0 points, and (d) Coverage of Uninsured Deposits ≥ 120% = 1 point; < 120% = 0 points. Discretionary Factor In addition to the Corporate Factor, the Compensation Committee considered the following qualitative factors, which were assessed on a discretionary basis in finalizing 2023 AIP payouts. These business initiatives, administrative and operational efforts comprise the “Discretionary Factor” and account for 20% of the 2023 AIP. A) Digital Transformation: 10%. Based on implementation of a new online account opening process and progress on the movement of applications to the cloud. B) Other Discretion: 10%. In addition, the Compensation Committee considered the Company’s performance on the following measures: • Regulatory compliance • Stock price • Hiring of new deposit teams from market disruption • Community reinvestment • Cybersecurity and risk management The Compensation Committee believes that the 2023 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 indicated earlier in the CD&A, our results were well above this level, permitting the payout of AIP based on the results of our key performance metrics. In addition, the Compensation Committee can apply additional 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 level (i.e. 150% of Target) for Maximum performance. Performance below Threshold will be zero. Performance in between levels is interpolated to reward incremental performance. The table below summarizes the incentive opportunities for the NEOs for the 2023 AIP:

  34. COMPENSATION DISCUSSION AND ANALYSIS

    | Name and Principal Positions(1) | Salary ($) | Threshold Payout ($) and % of Salary | Target Payout ($) and % of Salary | Maximum Payout ($) and % of Salary | | Stuart H. Lubow President and CEO | $975,000 | $487,500 | $975,000 | $1,462,500 | | | | 50.0% | 100.0% | 150.0% | | Avinash Reddy SEVP and CFO | $525,000 | $131,250 | $262,500 | $393,750 | | | | 25.0% | 50.0% | 75.0% | | Michael Fegan SEVP and Chief Technology and Operations Officer | $405,000 | $91,125 | $182,250 | $273,375 | | | | 22.5% | 45.0% | 67.5% | | Conrad J. Gunther SEVP and Chief Lending Officer | $475,200 | $118,800 | $237,600 | $356,400 | | | | 25.0% | 50.0% | 75.0% | | Patricia M. Schaubeck EVP and General Counsel | $375,000 | $84,375 | $168,750 | $253,125 | | | | 22.5% | 45.0% | 67.5% |

  35. COMPENSATION DISCUSSION AND ANALYSIS

    | Corporate Factor Metrics | Weight | Threshold (50%) | Target (100%) | Maximum (150%) | Actual Results(4) | Bonus at Target ($) | Total Permitted Bonus ($) | Weighted Result | | Adjusted Non-Interest Expenses/ Average Assets(1) | 50.0% | 1.70% | 1.55% | 1.40% | 1.45% | $1,214,015 | $1,618,282 | 133.3% | | Relative Asset Quality as Measured by Relative NPLs/Loans(2) | 12.5% | 25th Percentile | 50th Percentile | 75th Percentile | 73rd Percentile | $303,504 | $443,115 | 146.0% | | Common Equity Tier 1 Ratio (Consolidated) | 6.25% | 8.75% | 9.25% | 10.25% | 9.84% | $151,752 | $192,877 | 127.1% | | CRE Concentration Ratio (Consolidated) | 6.25% | 600.0% | 550% | 500.0% | 538% | $151,752 | $169,962 | 112.0% | | Liquidity Scorecard(3) | 25.0% | Pass or Fail. 4 Points = 100% Achievement | | | 4 Points = 100% | $607,008 | $607,008 | 100.0% | | TOTAL | 100.0% | — | — | — | — | $2,428,030 | $3,031,244 | 124.8% |

  36. COMPENSATION DISCUSSION AND ANALYSIS

    (1) Excludes intangible amortization and one-time items such as: any merger-related expenses, branch closures, severance expense, and expenses associated with hiring of new deposit teams. (2) Measured against the Company’s Compensation Peer Group. (3) The following metrics are utilized: (a) Loans/Deposits ≤ 105% = 1 point; > 105% = 0 points, (b) Non-Insured Deposits ≤ 33% = 1 point; > 33% = 0 points, (c) Liquid Assets Ratio ≥ 8.5% = 1 point; < 8.5% = 0 points, and (d) Coverage of Uninsured Deposits ≥ 120% = 1 point; < 120% = 0 points. (4) Balance sheet measures as of December 31, 2023. Adjusted Non-Interest Expenses/Average Assets is for the year ended December 31, 2023. As permitted by the 2023 AIP, the Compensation Committee also considered each NEO’s contribution to the following measures comprising the Discretionary Factor in determining each NEO’s 2023 AIP payment. A) Digital Transformation: 10%. Based on implementation of new online account opening process and progress on the movement of applications to the cloud. The Bank successfully implemented a new digital banking platform that allows customers to open any savings, checking, money market, or certificate of deposit account online and through mobile channels. The Bank also implemented a digital escrow management system that operates on mobile devices and desktops. Migration to the cloud was completed for many in-house Bank applications as was the migration of the Bank’s in-house core data center to its third- party core provider resulting in cost efficiency, scalability, reliability and advanced security measures. B) Other Discretion: 10%. • Regulatory compliance. The Company maintained full regulatory compliance. • Stock price. The Company’s Common Stock price declined 15.4% during 2023, compared to a median decline of 9.0% for the Company’s Compensation Peer Group. However, it should be noted that since July 28, 2023, when Mr. Lubow was announced as the new CEO, the Company’s stock price outperformed the Peer Group by a wide margin through year-end 2023.

  37. COMPENSATION DISCUSSION AND ANALYSIS

    | Name(1) | Target ($) | Corporate Performance Achieved (80% Weight) (124.8% of Target) ($) | Discretionary Factor (20% Weight) ($) | Total 2023 AIP Payment ($) | Total Payment as a % of Target | | Stuart H. Lubow | $975,000 | $973,781 | $234,000(2) | $1,207,781 | 123.9% | | Avinash Reddy | $262,500 | $262,172 | $63,000(2) | $325,172 | 123.9% | | Michael Fegan | $182,250 | $182,022 | $43,740(2) | $225,762 | 123.9% | | Conrad J. Gunther | $237,600 | $237,303 | $57,024(2) | $294,327 | 123.9% | | Patricia M. Schaubeck | $168,750 | $168,539 | $33,750(3) | $202,289 | 119.9% |

  38. COMPENSATION DISCUSSION AND ANALYSIS

    | Name and Principal Positions(1) | Salary ($) | Threshold Payout ($) and % of Salary | Target Payout ($) and % of Salary | Maximum Payout ($) and % of Salary | | Stuart H. Lubow CEO | $700,000(2) | $227,500 | $455,000 | $682,500 | | | | 32.5% | 65.0% | 97.50% | | Avinash Reddy SEVP and CFO | $525,000 | $105,000 | $210,000 | $315,000 | | | | 20.0% | 40.0% | 60.0% | | Michael Fegan SEVP and Chief Technology Officer | $405,000 | $81,000 | $162,000 | $243,000 | | | | 20.% | 40.0% | 60.0% | | Conrad J. Gunther SEVP and Chief Lending Officer | $475,200 | $95,040 | $190,080 | $285,120 | | | | 20.0% | 40.0% | 60.0% | | Patricia M. Schaubeck EVP and General Counsel | $375,000 | $75,000 | $150,000 | $225,000 | | | | 20.0% | 40.0% | 60.0% |

  39. COMPENSATION DISCUSSION AND ANALYSIS

    (1) Mr. O’Connor did not meet the eligibility requirements to participate in the 2023 LTIP as his employment terminated during the plan year. (2) Mr. Lubow’s Threshold, Target and Maximum payout opportunities under the 2023 LTIP were calculated based upon Mr. Lubow’s annual salary of $700,000 in effect on the grant date of March 31, 2023. Subsequent to the 2023 LTIP grant date, Mr. Lubow’s annual base salary was increased to $975,000. In March 2023, the Compensation Committee awarded restricted stock to the NEOs under the 2023 LTIP at Target as follows: Mr. Lubow - 65% of base salary, or $455,003; Mr. Reddy – 40% of base salary, or $209,996; Mr. Fegan – 40% of base salary, or $161,992; Mr. Gunther - 40% of base salary, or $190,002; and Ms. Schaubeck – 40% of base salary, or $149,997. The long-term incentive awards were allocated 60% performance-based and 40% time-vested in accordance with the terms of the 2023 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 2025. The time-vested restricted shares vest ratably over three years from the date of grant. The following awards were made under the 2023 LTIP assuming vesting at Target.

  40. COMPENSATION DISCUSSION AND ANALYSIS

    (1) Mr. O’Connor did not meet the eligibility requirements to participate in the 2023 LTIP as his employment terminated during the plan year. (2) 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 $409,516, Mr. Reddy $189,010, Mr. Fegan $145,792, Mr. Gunther $171,090, and Ms. Schaubeck $134,997. (3) The number of RSAs was calculated based upon a grant date value of $23.7525, the volume weighted average price of the Common Stock for the ten business days prior to the date of grant. 2021 LTIP Summary of Results The performance metrics chosen for the 2021 Long-Term Incentive Plan (the “2021 LTIP”) were: Total Shareholder Return, Adjusted Efficiency Ratio, and Average Non-Interest-Bearing Deposits/Total Deposits. Since the Merger closed in the middle of the first quarter of 2021, the financial statements for the Company for the first quarter of 2021 did not include a full quarter of operations of Legacy Bridge. As such, the Compensation Committee determined that the starting point of the measurement period should begin on April 1, 2021 (for the Total Shareholder Return and Adjusted Efficiency ratio) to capture 100% of the operating results of the combined entity. The Average Non-Interest-Bearing Deposits/Total Deposits was measured for the quarter ended December 31, 2023. As with the 2023 LTIP, the 2021 LTIP was comprised of 60% performance -based restricted stock and 40% time-vested restricted stock. The time-vested restricted stock was awarded in 2021 and vests ratably over three years, with the final vesting occurring on July 1, 2024. While the performance results have already been determined, the performance-based restricted shares will actually vest on June 30, 2024. 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. The table below reflects the performance metrics selected for the PRSAs for the 2021 LTIP performance cycle and the results for each metric.

  41. COMPENSATION DISCUSSION AND ANALYSIS

    Performance-Based, Promotion Equity Awards The Compensation Committee, with input from the Compensation Committee’s independent advisor, granted, as of September 1, 2023, performance-based, promotion equity awards to Messrs. Lubow and Fegan in conjunction with their recent promotions to CEO and Senior Executive Vice President, respectively. Performance-based, promotion equity awards are extraordinary and are not a standard component of the executive compensation program. The guiding principles used in determining the awards included: • Award should be entirely performance-based and goals should align with the goals under the Company’s 2023-2025 Strategic Plan, and • The awards needed to be meaningful to garner goodwill and support retention. In addition, the grant to Mr. Lubow was in recognition of his leadership in developing the Company’s 2023-2025 strategic plan and as an incentive to achieve the goals associated with the Company’s strategic plan. Mr. Lubow was essential in the hiring of deposit-gathering teams from closed regional banks in 2023. Those teams are expected to continue to enhance the Company’s deposit franchise relative to New York/New Jersey metropolitan area peer banks. He has also been tasked with moderating the Company’s CRE concentration ratio. These objectives focus on key annual & long-term objectives we believe are critical in creating value for shareholders. Consistent with the foregoing, the performance metrics for Mr. Lubow are Relative Deposit Franchise Quality Among Metro NY/NJ Peer banks, Relative Total Shareholder Return, and CRE Concentration Ratio. These metrics require the achievement of goals that are as demanding or more demanding than those used in the Company’s other incentive plans.

  42. COMPENSATION DISCUSSION AND ANALYSIS

    (1) Includes Metropolitan Commercial Bank, ConnectOne Bank, OceanFirst Bank, Brookline Bank, First National Bank of Long Island, Peapack- Gladstone Bank, Flushing Bank, Provident Bank, Columbia Bank, Flagstar Bank, Valley Bank, and Webster Bank. Metric includes the cost of total deposits and non-interest-bearing deposit percentage. Measurement period for cost and average balances is June 30, 2025 to June 30, 2026. (2) Measurement period is September 1, 2023 to August 31, 2026. (3) Measured at June 30, 2026. The performance-based awards cliff vest on August 31, 2026 and include the achievements in 2023 toward accomplishing the performance objectives. Assuming vesting of the performance-based, promotion equity awards to Mr. Lubow at Target, the grant date value of the awards was $1,625,048. The grant date value at Maximum was $1,755,052. For Mr. Fegan, in addition to his promotion to Senior Executive Vice President in 2023, the performance-based, promotion equity grant was in recognition of his overall value to the Company. Mr. Fegan was integral to the successful implementation of the Bank’s online account opening system and escrow management platform. The Company views Mr. Fegan as an essential part of the Company’s future success. He is responsible for the Company’s technology, loan administration, deposit operations, and facilities departments. The performance metrics for Mr. Fegan’s grant mirror the 2023 LTIP performance metrics, as discussed above under “2023 LTIP,” and provides for a Threshold level of 7,500 shares and a Maximum level of 12,500 shares. Assuming vesting of the performance-based, promotion equity awards to Mr. Fegan at Target, the grant date value of the awards was $216,674. The grant date value at Maximum was $243,758. 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 and Gunther are paid an annual sum of $50,000. Mr. Fegan and Ms. Schaubeck are paid a car allowance of $700 per month. In addition, the NEOs are eligible to participate in the plans and programs described above. Attributed costs of personal benefits described for the NEOs for the fiscal year ended December 31, 2023 are included in the “All Other Compensation” column of the “Summary Compensation Table, “ below. The Company and the Bank have entered into employment agreements with Messrs. Lubow, Reddy and Gunther, and change in control employment agreements with Mr. Fegan and Ms. Schaubeck, which are described under the heading “Employment Agreements, “ below. Retirement and Other Benefits 401(k) Plan The Bank maintains the Dime Community Bank 401(k) Plan for the benefit of its employees, including the NEOs. During 2023, the Bank matched 100% of the employee’s contributions up to 1% of pay plus 50% of the employee’s contributions that exceed 1% but are less than 6% of pay (a maximum company match of 3.5% of pay). All employees, including the NEOs, can defer a minimum of 1% and a maximum of 100% of their annual income as long as the deferred compensation does not exceed Internal Revenue Service (“IRS”) limits. In addition, employees at Tier 2 and Tier 3 (Tiers described below) may receive a discretionary profit-sharing benefit. No profit-sharing benefits were paid for 2023. The Pension Plan Mr. O’Connor was a participant in the Legacy BNB non-contributory, tax-qualified defined benefit pension plan until August 31, 2023. Compensation used to determine benefits in the plan are all wages, tips, and other compensation as reported on form W-2, such as any amounts which are treated as salary reduction contributions under 401(k) plan, a cafeteria plan, or a qualified flexible benefit plan. The Normal Benefit Form is a Single Life Pension with 60 payments guaranteed. There are a number of optional forms of benefit available to participants, all of which are adjusted actuarially. Participants are eligible for early retirement upon attaining age 55. As required by law, The Pension Plan is covered by the insurance program of the Pension Benefit Guaranty Corporation. Effective December 31, 2023, the Bank froze benefits and terminated the plan for all participants. Mr. O’Connor was the only NEO in this plan. Mr. Lubow and Community National Bank are parties to the Community National Bank Supplemental Executive Retirement Plan Agreement (the “CNB SERP”), dated April 3, 2012, which provides for nonqualified supplemental pension benefits to be paid to Mr. Lubow under certain conditions. Legacy Bridge merged with Community National Bank in 2015 and assumed all obligations under the CNB SERP. Payments to Mr. Lubow commenced in 2022. To restore the lost benefits of the terminated Legacy BNB SERP and the terminated Legacy BMP to the NEOs, the Company adopted the SERP. The SERP is intended to make participants in the SERP whole for the amounts that would have been contributed to the Pension Plan and the 401(k) Plan but for limits imposed by the Internal Revenue Code of 1986. Participation in the SERP commenced on October 1, 2021. Messrs. O’Connor’s, Lubow’s, Reddy’s and Gunther’s Employment Agreements provide that the executive shall be entitled to participate in benefits plans sponsored by the Company, including, without limitation, a supplemental executive retirement plan to the extent such plan is being provided to similarly situated executives in the Company. Messrs. O’Connor and Lubow participate in the defined benefit component of the SERP, under which the amount of supplemental retirement benefits is based upon a benefit at normal retirement which approximates the differences between (i) the total retirement benefit the participant would have received under the Pension Plan without taking into account limitations on compensation and annual benefits; and (ii) the retirement benefit the participant is actually entitled to under the Pension Plan at normal retirement. Messrs. O’Connor, Lubow, Reddy, Fegan, Gunther and Ms. Schaubeck participate under the defined contribution component of the SERP, which is the difference between (i) the total matching contribution that would have been contributed by the Bank to the executive’s account under the 401(k) Plan based on the executive’s compensation, without taking into account limitations on compensation and annual benefits; and (ii) the maximum amount that could have been contributed to the executive’s account under the 401(k) Plan with respect to such compensation. Risk Assessment The Compensation Committee charter provides that the Compensation Committee is responsible for reviewing the Company’s incentive compensation arrangements to ensure that they are balanced with respect to risk, have effective controls and are compatible with regulatory guidance. The Company’s compensation program is designed to mitigate risk by: (1) providing competitive non-performance-based salaries, retirement and fringe benefits, (2) incorporating cash incentives to reward current successes, in relation to forecast performance derived from the Strategic Plan, and (3) including long-term incentives in the form of stock awards and performance-based shares, as well as maintaining stock ownership and retention requirements, to sustain focus on long-term shareholder value.

  43. COMPENSATION DISCUSSION AND ANALYSIS

    The Company’s Incentive Compensation Policy requires an annual review of incentive plans by the Bank’s Enterprise Risk Management department for any material changes from the prior year. The annual review is presented to the Compensation Committee. Periodically, and at least every third year, the plans are reviewed by the Compensation Committee’s independent compensation consultant. The independent compensation consultant assists the Compensation Committee in the review of potential risks stemming from the Company’s compensation programs by conducting a comprehensive review and evaluation of incentive plans covering all eligible employees of the Company. Interim compensation actions such as special stock grants, base salary increases to individuals outside of the regular time schedule for such action, or other special circumstances are considered by the Compensation Committee in the context of exposing the Company and/or Bank to undue risk. In 2023, an internal review of the incentive compensation plans was undertaken by Enterprise Risk Management. Changes to the plans from 2022 were not deemed material and the Compensation Committee concluded that the Company’s compensation policies, practices and programs did not promote excessive risk taking or pose risks that are reasonably likely to have a material adverse effect on the Company. An independent review of the Company’s incentive plans will be undertaken in 2024 by the Committee’s independent compensation consultant. Role of Management in Compensation Decisions In order for the Compensation Committee to make decisions regarding base salary, annual and long-term incentives, and other aspects of the Company’s benefit programs, the CEO and the Director of Human Resources are asked to provide input on corporate objectives and individual performance. Input from these individuals is considered to be suggestions and recommendations for the Compensation Committee’s consideration. The NEOs do not attend portions of the Compensation Committee meetings during which their individual performance is being evaluated or their compensation is being determined. The CEO annually reviews the performance and determines the compensation for senior management of the Company who are not NEOs. Clawback Policy The Compensation Committee revised the Company’s clawback policy in July 2023 to comply with final rules adopted by the SEC to implement the applicable provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to the recoupment of incentive-based compensation. The policy applies in the event that the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the Federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The incentive-based compensation subject to clawback is the incentive-based compensation received by an Executive Officer during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described. The amount of incentive-based compensation subject to the clawback policy is the amount of incentive-based compensation received that exceeds the amount of incentive based-compensation that otherwise would have been received had it been determined based on the restated amounts in the Company’s financial statements and computed without regard to any taxes paid. Stock Ownership Guidelines The Board of Directors believes it is in the best interests of its shareholders, and promotes the Company’s commitment to sound corporate governance, that every director and NEO possess a meaningful personal financial interest in the Company. In the opinion of the Board of Directors, such an investment commits the individual to the future of the Company and aligns his/her interests with those of the Company’s shareholders. The minimum Common Stock ownership requirement must be satisfied within three years of the later of adoption of, or becoming subject to, these guidelines. The following shares of Common Stock count towards the minimum stock ownership guidelines: shares owned outright or jointly with an immediate family member, shares in benefit plans such as the 401(k), and unvested restricted shares. Shares that vest based on achievement of performance conditions do not count toward the minimum stock ownership guidelines. All directors and NEOs must retain ownership of 100% of shares received through the vesting of restricted stock or the exercise of stock options until he or she is in compliance with the applicable, fully phased-in, minimum Common Stock ownership requirement. The Corporate Governance Committee periodically, however, no less than annually, reviews the compliance of each director and NEO with these Common Stock ownership guidelines. These guidelines allow for extenuating circumstances and discretion in the evaluation process. As of December 31, 2023, all directors and NEOs were in compliance with the Company’s stock ownership guidelines or were within the three-year period to achieve compliance. The minimum stock ownership guidelines are:

  44. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning compensation paid to the NEOs for the years ended December 31, 2023, 2022 and 2021.

  45. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year(1) | Salary(2) | Bonus(3) | Stock Awards(4) | Stock Options(5) | Non-Equity Incentive Plan Compensation(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(7) | All Other Compensation(8) | Total | | Stuart H. Lubow Chief Executive Officer | 2023 | $900,962 | $— | $1,868,314 | $— | $1,207,781 | $347,611 | $197,558 | $4,522,226 | | | 2022 | $700,000 | $500,000 | $454,975 | $— | $914,223 | $448,639 | $216,845 | $3,234,682 | | | 2021 | $632,692 | $750,000 | $1,654,971 | $— | $983,813 | $198,956 | $356,810 | $4,577,242 | | Avinash Reddy Senior Executive Vice President & Chief Financial Officer | 2023 | $518,269 | $— | $193,787 | $— | $325,172 | $— | $94,037 | $1,131,265 | | | 2022 | $500,000 | $250,000 | $174,959 | $— | $293,857 | $— | $106,393 | $1,325,209 | | | 2021 | $451,923 | $500,000 | $827,456 | $— | $316,226 | $— | $137,086 | $2,232,691 | | Michael Fegan Senior Executive Vice President & Technology Officer | 2023 | $396,923 | $— | $358,727 | $— | $225,762 | $— | $40,226 | $1,021,638 | | Conrad J. Gunther Senior Executive Vice President & Chief Lending Officer | 2023 | $465,723 | $— | $175,420 | $— | $294,327 | $— | $98,266 | $1,033,736 | | | 2022 | $440,000 | $250,000 | $153,940 | $— | $258,595 | $— | $110,320 | $1,212,855 | | | 2021 | $397,692 | $500,000 | $800,149 | $— | $278,279 | $— | $177,954 | $2,154,074 | | Patricia M. Schaubeck Executive Vice President & General Counsel | 2023 | $375,000 | $— | $138,422 | $— | $202,289 | $— | $37,689 | $753,400 | | | 2022 | $368,269 | $112,500 | $131,193 | $— | $195,905 | $— | $43,792 | $851,659 | | | 2021 | $316,346 | $225,000 | $481,704 | $— | $172,167 | $— | $53,670 | $1,248,887 | | Former NEO | | | | | | | | | | | Kevin M. O’Connor Chief Executive Officer | 2023 | $636,923 | $— | $539,841 | $— | $— | $295,686 | $8,663,353 | $10,135,803 | | | 2022 | $900,000 | $750,000 | $584,959 | $— | $1,175,430 | $568,791 | $276,482 | $4,255,662 | | | 2021 | $885,577 | $750,000 | $2,572,445 | $— | $1,264,902 | $246,142 | $3,955,246 | $9,674,312 |

  46. SUMMARY COMPENSATION TABLE

    (1) Mr. Fegan is a NEO for the first time in 2023 and, pursuant to SEC rules, compensation for prior years is not required to be reported. (2) For 2023, the annual base salaries of Messrs. Lubow, Reddy, Fegan and Gunther were increased to $975,000, $525,000, $405,000 and $475,200, respectively, effective April 1, 2023. (3) For 2022 and 2021, reflects payments made on February 1, 2022 and February 1, 2021, respectively, for the cash portion of the retention bonus granted to each NEO on February 1, 2021 in connection with the Merger. (4) The amounts in this column reflect the aggregate grant date fair value, computed in accordance with FASB ASC No. 718, of (a) restricted stock awards and performance-based restricted stock awards, at the Target level, pursuant to the 2023 LTIP, and (b) the performance-based, promotion equity awards granted to Messrs. Lubow and Fegan, at the Target level. See discussion of “2023 LTIP” and “Performance-Based, Promotion Equity Awards” in the above Compensation Discussion and Analysis. Assumptions used in the calculation of these amounts are included in footnote 20 to our audited financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K. Included in this column are the dollar amounts of (i) the value of time-based restricted stock awards granted in March 2023 to the following NEOs: Mr. Lubow $181,992, Mr. Reddy $83,989, Mr. Fegan, $64,797, Mr. Gunther $76,032, Ms. Schaubeck $59,999, and Mr. O’Connor $234,000, (ii) the value of the performance-based restricted stock awards granted in March 2023 assuming vesting at the Target level to the following NEOs: Mr. Lubow $237,893, Mr. Reddy $109,798, Mr. Fegan $84,693, Mr. Gunther $99,388, Ms. Schaubeck $78,423, and Mr. O’Connor $305,841, and (iii) the value of the performance-based, promotion restricted stock awards granted as of September 1, 2023, assuming vesting at Target level, to Mr. Lubow and Mr. Fegan in the amounts of $1,448,429 and $209,237, respectively. 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 $1,935,911, Mr. Reddy $134,993, Mr. Fegan $340,425, Mr. Gunther $122,184, Ms. Schaubeck $96,434, and Mr. O’Connor $376,053. 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 2023 LTIP and the performance-based, promotion equity grants are described in the “Outstanding Equity Awards at Fiscal Year-End” table below. Mr. O’Connor forfeited all of his stock awards upon the termination of his employment on August 31, 2023. (5) The amounts represent the grant date fair value of stock options computed in accordance with FASB ASC No. 718. Assumptions used in the calculation of these amounts are included in footnote 20 to our audited financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K. (6) Included in this column are the amount of the cash awards under the 2023 AIP. See discussion of “2023 AIP” in the above Compensation Discussion and Analysis. (7) Based on the same assumptions used for financial reporting purposes under generally accepted accounting principles for 2023, 2022, and 2021, respectively. Reflects change in present value of accumulated benefits under the Pension Plan, for Mr. O’Connor, and the pension plan component of the SERP for Messrs. Lubow and O’Connor. (8) Details of the amounts reported in the “All Other Compensation” column for 2023 are provided in the table below.

  47. SUMMARY COMPENSATION TABLE

    | | Itemization of All Other Compensation of Summary Compensation Table for 2023 | | | | | | | | | Name | 401(k) Contribution ($) | Dividends on Stock ($) | Auto ($) | Life Insurance ($) | Cash in Lieu of Perquisites ($) | Severance ($)(1) | Other ($)(2) | Total ($) | | Stuart H. Lubow | $11,550 | $31,900 | $— | $2,127 | $100,000 | $— | $51,981 | $197,558 | | Avinash Reddy | $11,550 | $15,243 | $— | $370 | $50,000 | $— | $16,874 | $94,037 | | Michael Fegan | $11,550 | $10,055 | $8,400 | $1,022 | $— | $— | $9,199 | $40,226 | | Conrad J. Gunther | $11,550 | $14,815 | $— | $8,100 | $50,000 | $— | $13,801 | $98,266 | | Patricia M. Schaubeck | $10,619 | $9,851 | $8,400 | $1,387 | $— | $— | $8,432 | $37,689 | | Former NEO | | | | | | | | | | Kevin M. O’Connor | $11,550 | $42,653 | $— | $3,196 | $100,000 | $8,291,683 | $214,271 | $8,663,353 |

  48. 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 and, for Mr. O’Connor, reimbursement of legal fees in the amount of $135,000 in connection with his separation from the Company. (2) Severance for Mr. O’Connor includes, in accordance with his Employment Agreement, his pro-rated 2023 bonus of $782,547, three years’ base salary and 2022 bonus totaling $6,226,290, payment in lieu of contributions to defined benefits plan of $1,205,850, and thirty-six months payment for 150% of COBRA and 150% of life insurance premiums totaling $76,996.

  49. 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 2023.

  50. GRANTS OF PLAN BASED AWARDS

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Units(3) (#)(d) | All Other Option Awards: Number of Securities Underlying Options (#) (d) | Exercise or Base Price of Options Awards ($/Sh) Awards(4) $(e) | Grant Date Fair Value of Stock and Options Awards(4) $(e) | | | | Threshold (a) | Target (b) | Maximum (c) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Stuart H. Lubow | | $487,500 | $975,000 | $1,462,500 | — | — | — | — | — | — | — | | | 03/31/23 | — | — | — | 5,747 | 11,494 | 17,240 | 7,662 | — | — | $419,885 | | | 09/01/23 | | | | 60,000 | 75,000 | 90,000 | | | | $1,448,429 | | Avinash Reddy | | $131,250 | $262,500 | $393,750 | — | — | — | — | — | — | — | | | 03/31/23 | — | — | — | 2,652 | 5,305 | 7,957 | 3,536 | — | — | $193,787 | | Michael Fegan | | $91,125 | $182,250 | $273,375 | | | | | | | | | | 03/31/23 | | | | 2,046 | 4,092 | 6,138 | 2,728 | | | $149,490 | | | 09/01/23 | | | | 7,500 | 10,000 | 12,500 | | | | $209,237 | | Conrad J. Gunther | | $118,800 | $237,600 | $356,400 | — | — | — | — | — | — | — | | | 03/31/23 | — | — | — | 2,401 | 4,802 | 7,202 | 3,201 | — | — | $175,420 | | Patricia M. Schaubeck | | $84,375 | $168,750 | $253,125 | — | — | — | — | — | — | — | | | 03/31/23 | — | — | — | 1,894 | 3,789 | 5,684 | 2,526 | — | — | $138,422 | | Former NEO | | | | | | | | | | | | | Kevin M. O’Connor | | $450,000 | $900,000 | $1,350,000 | — | — | — | — | — | — | — | | | 03/31/23 | — | — | — | 7,388 | 14,777 | 22,165 | 9,852 | — | — | $539,841 |

  51. GRANTS OF PLAN BASED AWARDS

    (1) The information in these columns reflects the range of possible payments under the 2023 AIP. For an explanation of the incentive opportunities, see the section above titled “Compensation Discussion and Analysis – 2023 Annual (Cash) Incentive Plan (“2023 AIP”).” (2) The information in these columns reflects the range of possible awards for vesting of PRSAs. (a) The awards granted on March 31, 2023 will vest based on the achievement of two pre-determined performance goals: Relative Total Shareholder Return for the performance period January 1, 2023 to December 31, 2025 and Relative Deposit Franchise Quality Among Metro NY/NJ Banks for the performance period January 1, 2025 to December 31, 2025. In March 2023, 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 above titled “Compensation Discussion and Analysis – 2023 Long-Term (Equity) Incentive Plan (“2023 LTIP”).” (b) The performance-based, promotion equity award granted to Mr. Lubow, with a grant date of September 1, 2023, will vest based on the achievement of three pre-determined performance goals: Relative Deposit Franchise Quality Among Metro NY/NJ Banks (40% weighting) for the performance period January 1, 2025 to December 31, 2025, and Relative Total Shareholder Return (40% weighting) and CRE concentration (20% weighting), for the performance period January 1, 2023 to December 31, 2025. The performance-based, promotion equity award granted to Mr. Fegan, with a grant date of September 1, 2023, will vest based on the achievement of two pre-determined performance goals: Relative Total Shareholder Return for the performance period January 1, 2023 to December 31, 2025 and Relative Deposit Franchise Quality Among Metro NY/NJ Banks for the performance period January 1, 2025 to December 31, 2025. For an explanation of the performance goals, see the section above titled “Compensation Discussion and Analysis – Performance-Based, Promotion Equity Awards.” (3) The amounts shown in column (d) reflect the number of shares of time-vested restricted stock granted in March 2023 to each NEO pursuant to the 2023 LTIP. (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.

  52. 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, 2023.

  53. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable | Option exercise price ($/sh) | Option expiration date | Number of shares or units of stock that have not vested | Market Value of shares or units of stock that have not vested(1) ($) | 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) ($) | | Stuart H. Lubow | — | — | — | — | 30,924(2) | $832,783 | 98,444(7) | $2,651,124 | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | Avinash Reddy | — | — | — | — | 14,762(3) | $397,541 | 10,369(7) | $279,237 | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | Michael Fegan | — | — | — | — | 9,770(4) | $263,106 | 17,889(7) | $481,751 | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | Conrad J. Gunther | — | — | — | — | 14,182(5) | $381,921 | 9,258(7) | $249,318 | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | Patricia M. Schaubeck | — | — | — | — | 9,533(6) | $256,724 | 7,485(7) | $201,571 | | Former NEO | | | | | | | | | | Kevin M. O’Connor | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — |

  54. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Amounts based on closing price of our Common Stock as of December 31, 2023 ($26.93), as reported on the NASDAQ®. (2) 9,182 shares vest on February 1, 2024; 9,184 shares vest on February 1, 2025; 1,386 shares vest on July 1, 2024; and 3,510 shares vest in equal installments on March 31, 2024 and March 31, 2025; and 7,662 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2023. (3) 4,591 shares vest on February 1, 2024; 4,592 shares vest on February 1, 2025; 693 shares vest on July 1, 2024; and 1,350 shares vest in equal installments on March 31, 2024 and March 31, 2025; and 3,536 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2023. (4) 2,754 shares vest on February 1, 2024; 2,756 shares vest on February 1, 2025; 520 shares vest on July 1, 2024; and 1,012 shares vest in equal installments on March 31, 2024 and March 31, 2025; and 2,728 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2023. (5) 4,591 shares vest on February 1, 2024; 4,592 shares vest on February 1, 2025; 610 shares vest on July 1, 2024; and 1,188 shares vest in equal installments on March 31, 2024 and March 31, 2025; and 3,201 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2023. (6) 2,754 shares vest on February 1, 2024; 2,756 shares vest on February 1, 2025; 485 shares vest on July 1, 2024; and 1,012 shares vest in equal installments on March 31, 2024 and March 31, 2025; and 2,526 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2023. (7) For Mr. Lubow, 11,951 shares cliff vest at Target in 2024 upon satisfaction of performance requirements, and 86,493 shares cliff vest at Target in 2025 upon satisfaction of performance requirements. For Mr. Reddy, 5,064 shares cliff vest at Target 2024 upon satisfaction of performance requirements, and 5,305 shares cliff vest at Target in 2025 upon satisfaction of performance requirements. For Mr. Fegan, 3,797 shares cliff vest at Target 2024 upon satisfaction of performance requirements, and 14,092 shares cliff vest at Target in 2025 upon satisfaction of performance requirements. For Mr. Gunther, 4,456 shares cliff vest at Target in 2024 upon satisfaction of performance requirements, and 4,802 shares cliff vest at Target in 2025 upon satisfaction of performance requirements. For Ms. Schaubeck, 3,696 shares cliff vest at Target in 2024 upon satisfaction of performance requirements, and 3,789 shares cliff vest at Target in 2025 upon satisfaction of performance requirements.

  55. 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, 2023.

  56. OPTION EXERCISES AND STOCK VESTED

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Stuart H. Lubow | — | — | 12,322 | $345,255 | | Avinash Reddy | — | — | 5,958 | $168,015 | | Michael Fegan | — | — | 3,780 | $104,936 | | Conrad J. Gunther | — | — | 5,794 | $164,982 | | Patricia M. Schaubeck | — | — | 3,745 | $104,319 | | Former NEO | | | | | | Kevin M. O’Connor | — | — | 21,934 | $657,603 |

  57. OPTION EXERCISES AND STOCK VESTED

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

  58. PENSION BENEFITS

    PENSION BENEFITS 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 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. Messrs. O’Connor and Lubow are the only NEOs that participate 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 Messrs. O’Connor and Lubow as of December 31, 2023. The amounts reflected have been determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements.

  59. PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Stuart H. Lubow | SERP | 3 | $1,027,586 | — | | Former NEO | | | | | | Kevin M. O’Connor | SERP | 3 | $1,141,681 | — | | | Pension Plan | 14 | $591,849 | — |

  60. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  61. NONQUALIFIED DEFERRED COMPENSATION

    | 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 | — | $51,981 | ($5,499) | — | $146,400 | | Avinash Reddy | — | $16,874 | $14,183 | — | $76,415 | | Conrad J. Gunther | — | $13,801 | $6,033 | — | $59,703 | | Michael Fegan | — | $9,199 | $3,645 | — | $30,868 | | Patricia M. Schaubeck | — | $8,432 | $3,705 | — | $30,514 | | Former NEO | | | | | | | Kevin M. O’Connor | — | $79,271 | $25,300 | — | $236,489 |

  62. NONQUALIFIED DEFERRED COMPENSATION

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

  63. 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, 2023, pursuant to each NEO’s employment agreement, change in control employment 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.

  64. 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 Employment Agreement | | | | | | | — | $3,483,907(2) | $3,483,907(2) | $3,483,907(2) | | | $7,007,845(1) | $7,190,176(3) | $914,223(4) | $914,223(4) | | Avinash Reddy Stock Based Incentive Plans Employment Agreement | | | | | | | — | $676,778(2) | $676,778(2) | $676,778(2) | | | $2,889,668(1) | $2,923,221(3) | $293,857(4) | $293,857(4) | | Michael Fegan Stock Based Incentive Plan Change in Control Employment Agreement | | | | | | | — | $744,857(2) | $744,857(2) | $744,857(2) | | | — | $2,095,668(3) | — | — | | Conrad J. Gunther Stock Based Incentive Plans Employment Agreement | | | | | | | — | $631,239(2) | $631,239(2) | $631,239(2) | | | $2,704,660(1) | $2,734,186(3) | $258,595(4) | $258,595(4) | | Patricia M. Schaubeck Stock Based Incentive Plans Change in Control Employment Agreement | | | | | | | — | $458,475(2) | $458,475(2) | $458,475(2) | | | — | $1,972,553(3) | — | — |

  65. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) For Messrs. Lubow, Reddy and Gunther, this amount represents the sum of: (i) 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”), (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 (the “Benefits Period”); 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) the number of months in the Benefits Period. (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 become fully vested upon certain events, including death, disability and a qualifying termination of employment following a change in control. (3) In the event of an involuntary termination after a change in control, this amount represents the sum of (i) an amount equal to the product of (a) the Recent Bonus; (ii) the amount equal to the product of (a) three 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 Benefits Period; 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) the number of months in the Benefits Period. 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. (4) In the event of death or disability, this amount represents the Recent Bonus. In connection with the Company’s succession planning, Mr. O’Connor stepped down as Chief Executive Officer effective August 31, 2023 (the “Separation Date”), on which date his employment ended, and entered into an Agreement and General Release, dated July 27, 2023, with the Company and the Bank (the “Agreement”). Upon execution and non-revocation of the Agreement, Mr. O’Connor’s employment agreement, dated October 16, 2020, as amended, and retention agreement, dated October 16, 2020, terminated, except the one-year post-employment non-solicitation and non-compete provisions in the employment agreement will continue to apply. In consideration for Mr. O’Connor signing the Agreement and a supplemental release agreement with a general release, the Company paid Mr. O’Connor $8,291,683, less legally required withholdings. Mr. O’Connor’s non-vested equity awards were forfeited as of the Separation Date. In addition, Mr. O’Connor is entitled to a reimbursement for legal fees and expenses incurred with respect to his separation from the Company in an amount not to exceed $135,000.

  66. 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 2023, annual total compensation of our median employee other than our CEO was $86,033 and the annual total compensation for our CEO as reported in the 2023 Summary Compensation Table was $4,522,226. Based on this information, for 2023 we estimate the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 53 to 1. We identified our median employee using our entire workforce, as of December 31, 2023, 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 2023. We annualized compensation for full-time and part-time permanent employees who were employed on December 31, 2023, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. The median employee identified for 2023 is the same median employee we identified in 2022. We determined the annual total 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 2023 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.

  67. 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,” above.

  68. PAY VERSUS PERFORMANCE DISCLOSURE

    | 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) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed 100 Investment based on:(4) | | | | | | | | | | | | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Adjusted ROATCE(5) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 10,135,803 | 4,522,226 | 7,246,970 | 4,226,580 | 985,259 | 887,314 | 92.97 | 107.99 | 96.1 | 11% | | 2022 | 4,255,662 | N/A | 3,567,836 | N/A | 1,656,101 | 1,490,284 | 105.06 | 107.95 | 152.6 | 17% | | 2021 | 9,674,312 | N/A | 10,555,214 | N/A | 2,954,276 | 3,376,950 | 112.73 | 119.79 | 104.0 | 11% | | 2020 | 3,836,271 | N/A | 1,494,883 | N/A | 1,196,678 | 677,120 | 75.51 | 89.23 | 42.3 | 7% |

  69. 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.

  70. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2020 | 2021 | 2022 | 2023 | | Howard H. Nolan | Stuart H. Lubow* | Stuart H. Lubow | Avinash Reddy | | Kevin L. Santacroce | Avinash Reddy* | Avinash Reddy | Conrad J. Gunther | | James J. Manseau | Conrad J. Gunther* | Conrad J. Gunther | Patricia M. Schaubeck | | John M. McCaffery | Patricia M. Schaubeck* | Patricia M. Schaubeck | Michael Fegan | | | Howard H. Nolan | | | | | John M. McCaffery | | |

  71. 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. (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. (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).

  72. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for Kevin O'Connor | Exclusion of Change in Pension Value for Kevin O'Connor | Exclusion of Stock Awards and Option Awards for Kevin O'Connor | Inclusion of Pension Service Cost for Kevin O'Connor | Inclusion of Equity Values for Kevin O'Connor | Compensation Actually Paid to Kevin O'Connor | | | ($) | ($) | ($) | ($) | ($) | ($) | | 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 | | 2020 | 3,836,271 | -1,839,053 | -535,920 | 56,625 | -23,040 | 1,494,883 |

  73. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for Stuart Lubow | Exclusion of Change in Pension Value for Stuart Lubow | Exclusion of Stock Awards and Option Awards for Stuart Lubow | Inclusion of Pension Service Cost for Stuart Lubow | Inclusion of Equity Values for Stuart Lubow | Compensation Actually Paid to Stuart Lubow | | | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 4,522,226 | -399,592 | -1,868,314 | — | 1,972,260 | 4,226,580 |

  74. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Change in Pension Value for Non-PEO NEOs | Average Exclusion of Stock Awards and Option Awards for Non- PEO NEOs | Average Inclusion of Pension Service Cost for Non- PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 985,259 | -12,077 | -216,589 | — | 130,720 | 887,314 | | 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 | | 2020 | 1,196,678 | -361,144 | -179,375 | 55,328 | -34,367 | 677,120 |

  75. 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:

  76. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Kevin O'Connor | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Kevin O'Connor | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Kevin O'Connor | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Kevin O'Connor | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Kevin O'Connor | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Kevin O'Connor | Total - Inclusion of Equity Values for Kevin O'Connor | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 0 | 0 | 0 | -34,152 | -1,988,456 | 0 | -2,022,608 | | 2022 | 642,454 | -209,666 | — | -14,962 | — | — | 417,826 | | 2021 | 3,437,414 | — | — | 202,506 | — | — | 3,639,920 | | 2020 | 251,217 | -20,438 | — | -253,819 | — | — | -23,040 |

  77. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Stuart Lubow | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Stuart Lubow | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Stuart Lubow | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Stuart Lubow | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Stuart Lubow | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Stuart Lubow | Total - Inclusion of Equity Values for Stuart Lubow | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 2,280,325 | -270,024 | — | -38,040 | — | — | 1,972,260 |

  78. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 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 | | 2020 | 82,664 | -8,925 | — | -108,106 | — | — | -34,367 |

  79. 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, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, 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. (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 2023. 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 2022, 2021 and 2020 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 2023. 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 four most recently completed fiscal years. 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 four most recently completed fiscal years. 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 four most recently completed fiscal years. Description of Relationship Between TSR and Peer Group TSR The following chart compares our cumulative TSR over the four most recently completed fiscal years to that of the S&P SmallCap 600 Banks Index over the same period (assumes reinvestment of dividends). Tabular List of Most Important Financial Performance Measures The following tables presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.

  80. PAY VERSUS PERFORMANCE DISCLOSURE

    | Net Income | | Adjusted Return on Tangible Common Equity | | Adjusted Non-Interest Expense/Average Assets |