DEF 14A of Dime Commercial Bancshares, Inc. /NY/, Apr 7, 2025

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

Filed Apr 7, 2025 · FY20240001140361-25-012597

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. Michael P. Devine announced his decision to retire on April 24, 2025. Therefore, he will not be standing for reelection. Following the decision of Mr. Devine to resign from the Board, on March 27, 2025, the Board resolved to reduce the size of the Board to eleven (11) members.

  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: 74 Director since: 2021 | | Mr. Mahon is Chairman of the Board of Directors of the Company and the Bank. He was Executive Chairman for a three year period following the closing of the merger (“Merger”) of Dime Community Bancshares, Inc. (“Legacy Dime”) and Bridge Bancorp, Inc. (“Legacy BNB”) in 2021 and until 2024. He was a director of Legacy Dime since 2002 and served as its Chief Executive Officer beginning in 2017. He joined Legacy Dime in 1980, prior to which he was affiliated with two other New York area banks. Mr. Mahon served as a director of the Federal Home Loan Bank of New York from 2017 until 2023. Mr. Mahon’s extensive knowledge of the banking industry provides valuable insight and counsel to the Board. |

  4. Information as to Nominees

    | Paul M. Aguggia | | Age: 62 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 and banking law provide valuable knowledge to the Board. |

  5. Information as to Nominees

    | Rosemarie Chen | | Age: 58 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

    | Judith H. Germano | | Age: 55 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, regulatory compliance, investigations, and complex fraud 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. |

  7. Information as to Nominees

    | Matthew A. Lindenbaum | | Age: 62 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. |

  8. Information as to Nominees

    | Stuart H. Lubow | | Age: 67 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. |

  9. Information as to Nominees

    | Albert E. McCoy, Jr. | | Age: 61 Director since: 2008 | | Mr. McCoy has served in his role as a director of the Company since 2008. He is the owner and manager of Phase 2 Holding Corp., a holding corporation for commercial and residential real estate, and Phase 2 Building Corp. Under his leadership, these companies have expanded their portfolios, acquiring and managing a diverse range of properties. Mr. McCoy brings to the Board of Directors an extensive knowledge of local markets and the communities served by the Company. |

  10. Information as to Nominees

    | Raymond A. Nielsen | | Age: 74 Director since: 2013 | | Mr. Nielsen has been a director of the Company since 2013. He previously served as a director of CVD Equipment Corp. and the Director of Finance for the Beechwood Organization and is the former Chief Executive Officer of Reliance Federal Savings Bank and Herald National Bank. Mr. Nielsen also served as a director of North Fork Bancorporation and its subsidiary, North Fork Bank, for 6 years where he chaired the Compensation and Audit Committees and also served as lead independent director. Mr. Nielsen’s extensive banking and real estate development experience and knowledge of the communities served by the Company, provides a valuable resource to the Board of Directors. |

  11. Information as to Nominees

    | Joseph J. Perry | | Age: 58 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 CBIZ, Inc., a public accounting firm headquartered in Cleveland, OH where he serves as the National Tax Leader. Previously, he served as Marcum LLP’s Tax and Business Leader since 2006 and was a member of the Firm’s Executive Committee. Prior to joining Marcum LLP, Mr. Perry was a tax partner at one of the leading “Big 5” accounting firms and provided services to several financial services companies throughout the New York metropolitan area. Mr. Perry 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. |

  12. Information as to Nominees

    | Kevin Stein | | Age: 63 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 2024, he served as an independent consultant. Mr. Stein was previously Chief Executive Officer and a director of EJF Acquisition Corp. which merged with Pagaya Technologies Ltd. in 2023. Prior to joining EJF Capital, Mr. Stein was CEO of Resolution Analytica, a Managing Director of the Financial Institutions Group of Barclays, a member of the leadership team of GreenPoint Financial Corporation, and an Associate Director of the Federal Deposit Insurance Corporation. Mr. Stein is lead independent director of Onity Group, Inc. Mr. Stein’s more than 30 years of experience in finance and banking, and his regulatory knowledge, make him qualified to serve as a director. |

  13. Information as to Nominees

    | Dennis A. Suskind | | Age: 82 Director since: 2002 | | Mr. Suskind was a General Partner of Goldman Sachs & Co. He has been a director of the Company since 2002. He is also the lead director of the Chicago Mercantile Exchange (CME) since 2008 and serves as a member of its Audit, Nominating and Governance, and Executive Committees and is Chairperson of its Risk Committee. Mr. Suskind is a past Vice Chairman of the NY Mercantile Exchange and the New York Commodity Exchanges. He was also a Board Member of Navistar, Inc. until its sale in 2021. Mr. Suskind is also the President of the Stein Eriksen Lodge in Deer Valley, Utah and the Hampton Classic Horse Show in Bridgehampton, New York as well as an Honorary Board Member of the Marymount School in New York City. He was elected to the Southampton Town Board and served from 2001 to 2004. His considerable experience in investment banking, capital markets, and his service on the Board of Directors of other publicly traded companies are valuable assets to the Board of Directors. |

  14. 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 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:

  15. Information as to Nominees

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

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION General The Compensation and Corporate Governance Committees recommend Board compensation to the Board for its approval. The Company set non-employee director pay in 2021. A review was performed of the compensation practices of a group of comparable institutions, consistent with the Company’s philosophy for setting director pay. 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 2024,” 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 2024 All members of the Board of Directors of the Company also serve on the Board of the Bank. For fiscal year 2024, 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. 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. 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 or Committee Chair 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. Germano and Mr. Perry participated in the DSPP during the year ended December 31, 2024. 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, 2024:

  17. DIRECTOR COMPENSATION

    | Name(1) | Fees Earned or Paid in Cash | Stock Awards | Total | | Kenneth J. Mahon | $104,500 | $85,500(2) | $190,000 | | Paul M. Aguggia | $79,000 | $58,500(3) | $137,500 | | Rosemarie Chen | $85,250 | $69,750(4) | $155,000 | | Michael P. Devine | $71,500 | $58,500(3) | $130,000 | | Judith H. Germano | $71,500 | $58,500(3) | $130,000 | | Matthew A. Lindenbaum | $71,500 | $58,500(3) | $130,000 | | Albert E. McCoy, Jr. | $71,500 | $58,500(3) | $130,000 | | Raymond A. Nielsen | $71,500 | $58,500(3) | $130,000 | | Joseph J. Perry | $85,250 | $69,750(4) | $155,000 | | Kevin Stein | $85,250 | $69,750(4) | $155,000 | | Dennis A. Suskind | $68,583 | $69,750(4) | $138,333 |

  18. 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) Value of 3,255 shares of restricted stock awarded on January 1, 2024 and computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). (3) Value of 2,227 shares of restricted stock awarded on January 1, 2024 and computed in accordance with FASB ASC 718. (4) Value of 2,656 shares of restricted stock awarded on January 1, 2024 and computed in accordance with FASB ASC 718.

  19. COMPENSATION DISCUSSION AND ANALYSIS

    | Current NEOs 2024 | Year | Annual Salary | Annual Cash Incentive | Annual Long Term Incentive Awards (at Target)(1) | Total Compensation with Long Term Incentive Awards (at Target)(1) | Performance- Based, Promotion Equity Awards (at Target)(1) | Total Annual Compensation | | Stuart H. Lubow President and Chief Executive Officer | 2024 | $1,004,250 | $1,236,385 | $652,769 | $2,893,404 | — | $2,893,404 | | | 2023 | $975,000 | $1,207,781 | $455,003 | $2,637,784 | $1,625,048 | $4,262,832 | | Avinash Reddy Senior Executive Vice President and Chief Financial Officer | 2024 | $540,750 | $332,873 | $216,305 | $1,089,928 | — | $1,089,928 | | | 2023 | $525,000 | $325,172 | $209,996 | $1,060,168 | — | $1,060,168 | | Conrad J. Gunther Senior Executive Vice President and Chief Lending Officer | 2024 | $489,456 | $301,297 | $195,792 | $986,545 | — | $986,545 | | | 2023 | $475,200 | $294,327 | $190,092 | $959,619 | — | $959,619 | | Michael J. Fegan Senior Executive Vice President and Chief Technology and Operations Officer | 2024 | $417,150 | $231,109 | $166,864 | $815,123 | — | $815,123 | | | 2023 | $405,000 | $225,762 | $161,992 | $792,754 | $216,674 | $1,009,428 | | Christopher J. Porzelt(2) Executive Vice President and Chief Risk Officer | 2024 | $386,250 | $213,990 | $154,504 | $715,744 | — | $754,744 |

  20. COMPENSATION DISCUSSION AND ANALYSIS

    (1) Calculated using the market value of Common Stock on the date of grant. (2) Mr. Porzelt is a NEO for the first time in 2024 and, pursuant to SEC rules, compensation for prior years is not required to be reported. Key Performance Highlights 2024 The Company made solid progress on the execution of its business plan. During 2024, we differentiated our franchise from our local competitors as it relates to our growth trajectory and ability to attract talented bankers. Outlined below are key highlights, demonstrating strong progress over the year. (1) Deposit Growth: We began 2024 by hiring several deposit gathering teams from the former Signature Bank. These teams came to Dime given the strong performance of the 2023 group of bankers that we had previously hired. Collectively, the deposit groups have raised approximately $1.8 billion of core deposits (total deposits less time deposits and brokered deposits), with a large proportion in non-interest bearing deposits. On a year-over-year basis, core deposit growth for the Company was 20%. This compares favorably to the median of the Company’s Compensation Peer Group (See “Market Data Usage,” below for a discussion of the Company’s Compensation Peer Group). (2) Reduction in Wholesale Funding and Increased Liquidity: Proceeds from deposit growth were used to reduce the level of Federal Home Loan Bank advances and brokered deposits to 8% of total assets. Creating a high-quality balance sheet that is funded with core deposits is a key part of the business plan and a driver of long term shareholder value. In addition, the Company reduced its loan-to-deposit ratio below 100%, and also ended the year with an increased cash position that enhances flexibility to invest as opportunities arise over time. (3) Business Loan Growth: Dime continues to execute on our stated plan of growing business loans. Over the past two years, the Company has made significant investments in the buildout of a Middle Market C&I lending vertical and a Healthcare lending vertical. Both of these new verticals contributed to strong growth in the business loan portfolio over the year. (4) Reduction in CRE Concentration: Recognizing the importance of creating a more diversified balance sheet, the Company made significant progress in reducing its CRE Concentration in 2024. (5) Net Interest Margin Expansion: Improvement in the Company’s balance sheet profile as well as strong core deposit growth led to significant expansion in the Net Interest Margin over the course of the year. After bottoming in the first quarter of 2024, the Net Interest Margin expanded in each subsequent quarter of 2024. (6) Asset Quality: The Company’s asset quality metrics remained strong on a year-over-year basis. Non- performing loans represented only 0.46% of total loans at December 31, 2024 compared to the median of the Company’s Compensation Peer Group of 0.55% at December 31, 2024 (7) Improvement in Capital Ratios: In November, Dime raised approximately $136 million of net proceeds from a follow-on common equity offering. As a result of the capital raise, we ended the year with a Common Equity Tier 1 Ratio in excess of 11% and a Total Capital Ratio in excess of 15.5%. Our capital position allows us to take advantage of opportunities as they arise and positions the Company favorably for future growth. Improved capital strength speaks to Dime’s ability to service our growing customer base. (8) Long Term Franchise Enhancement: Management continued to execute on its mission of building a high-quality deposit franchise that funds a diversified asset base. During 2024, we continued to capitalize on market disruption caused by the failures of several regional banks and hired 8 deposit-focused teams, each of which contributed meaningfully to the Company’s growth. In addition, the Company executed various new business initiatives, including an expansion into the attractive Westchester marketplace and the buildout of a not-for-profit lending vertical. (9) Community Reinvestment: During the fourth quarter, we received an Outstanding overall CRA rating. Apart from the overall outstanding rating, we received an Outstanding rating on each of the 3 components of the CRA test, including the Lending test, the Investment test and the Service test. Receiving a perfect score on all 3 individual components of the CRA sets us apart from our local peers. Compensation Philosophy and Objectives The Company’s executive compensation philosophy is consistent with prudent banking business practices, to provide competitive target compensation opportunities with actual amounts earned that can vary from target & competitive levels commensurate with the Company’s financial performance and the generation of long-term value for shareholders through dividends and stock price appreciation. The goals of the executive compensation program are to enable the Company to attract, develop and retain an executive team capable of executing the long-term business plan and optimizing the Company’s performance for the benefit of its shareholders without taking excessive business risks. The Company sets a base salary to provide a reasonable level of predictable base income and short- and long- term performance-based compensation to provide the NEOs with clear opportunities to increase the value of their compensation by making meaningful progress to achieve these goals. These pay elements are intended to balance an appropriate mix of risk and return. Annual incentive awards are designed to provide incentives to encourage efforts to attain short-term goals, which do not encourage excessive risk taking. Long- term performance-based and time-vested restricted stock awards align executives’ interests with the Company’s shareholders, reward for long-term results that drive value for shareholders, and serve to retain executives over the long term. The Compensation Committee, with the assistance of its independent compensation consultant, routinely reviews our compensation practices to ensure they support our compensation philosophy, are risk appropriate, market competitive and align our executives with shareholder interests. In support of this philosophy, the following summarizes the Company’s compensation governance and compensation practices:

  21. COMPENSATION DISCUSSION AND ANALYSIS

    For NEOs, compensation comparisons are based on a peer group of banks, taking into consideration asset size, geographic location, and loan portfolio composition. See “Market Data Usage,” below. However, reasonable exceptions to this market comparison methodology are considered as appropriate by the Compensation Committee. The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader market. Instead, the Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as the Company’s business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning. 2024 Executive Pay and Performance Alignment Our compensation program consists of three primary components: (i) base salary, (ii) cash-based, annual incentive awards (“AIP”), and (iii) equity-based, long-term incentive awards (“LTIP”). We also offer certain perquisites, retirement and other benefits. Performance-based equity awards were used in 2024 in conjunction with executive promotions and to further incent those executives to sustain long-term performance. The key features and percentage composition of each of these elements are described below, along with the aggregate compensation pay mix, at Target, for 2024.

  22. COMPENSATION DISCUSSION AND ANALYSIS

    | Component(1) | CEO 2024 Pay Mix(1) | Other NEO 2024 Pay Mix(1) | Key Features | | LTIP | | | • The 2024 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 | | | |

  23. COMPENSATION DISCUSSION AND ANALYSIS

    (1) Reflects 2024 total compensation mix which comprises 2024 annual base salary, the 2024 annual cash incentive at Target and the 2024 long-term equity award at Target. Market Data Usage The Compensation Committee conducted its annual Peer Group review in 2024. The purpose of this effort is to inform decisions on NEO pay levels and design. The key measures used in selecting the Company’s 2024 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 $8.75 billion to $30 billion, with a median of $14 billion. At year-end 2024, the Company had total assets of $14.3 billion, positioning it at the median of our Compensation Peer Group. Companies in the Compensation Peer Group are primarily located in the Northeast, New England, and the Mid-Atlantic and Mid-West regions. Keeping in mind the Company’s focus on commercial lending, companies in the Peer Group have commercial loan portfolios (defined as the sum of commercial and industrial loans, construction loans, commercial real estate loans, and multi-family loans) comprising >= 40% of total loans. During 2024 changes were made from the 2023 Compensation Peer Group to delete previous peer banks that were involved in mergers or did not satisfy other criteria. Not all companies in the Compensation Peer Group reported data for each of our executive positions. The 22 companies comprising the Compensation Peer Group used to set fiscal year 2024 pay levels were:

  24. 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. | Peoples Bancorp | | 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 |

  25. COMPENSATION DISCUSSION AND ANALYSIS

    (1) Premier Financial Corp. was removed from Compensation Peer Group in 2024. Peoples Bancorp was added to the Peer Group in 2024. 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. 2024 Shareholder Advisory Vote on 2023 Executive Compensation At the Company’s 2024 annual shareholders’ meeting, we received support for our executive compensation program with 81.0% of the votes by shareholders cast in favor of a non-binding resolution to approve 2023 NEO compensation. The Company will continue to monitor the level of support for each say-on-pay proposal in the future and will consider this alongside other factors as it makes future executive compensation decisions. Shareholder Feedback After considering suggestions from shareholders, the Company implemented the following changes.

  26. COMPENSATION DISCUSSION AND ANALYSIS

    | | AIP | | LTIP | | | Name and Principal Positions | 2023 Target Opportunity as a % of Salary | 2024 Target Opportunity as a % of Salary | 2023 Target Opportunity as a % of Salary | 2024 Target Opportunity as a % of Salary | | Stuart H. Lubow President and CEO | 100% | 100% | 65% | 65% | | Avinash Reddy SEVP and CFO | 50% | 50% | 40% | 40% | | Conrad J. Gunther SEVP and Chief Lending Officer | 50% | 50% | 40% | 40% | | Michael J. Fegan SEVP and Chief Technology and Operations Officer | 45% | 45% | 40% | 40% | | Christopher J. Porzelt EVP and Chief Risk Officer | 45% | 45% | 40% | 40% |

  27. COMPENSATION DISCUSSION AND ANALYSIS

    2024 Annual (Cash) Incentive Plan (“2024 AIP”) In February 2025, the NEOs were paid annual cash incentives under the 2024 AIP for 2024 performance. The objective of the 2024 AIP was to align annual incentive compensation with financial benchmarks set forth in the Company’s 2024 Strategic Plan, with a specific focus on managing expenses and improving the quality of the balance sheet. The 2024 AIP is comprised of a Corporate Factor (defined below) that represents 85% of the 2024 AIP opportunity, and a Discretionary Factor (defined below) that represents 15% of the 2024 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 been closely tracked and included in our compensation plans over the years. • 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 are being used by investors, rating agencies and regulators alike in identifying strong and stable banks. As such, the Compensation Committee believes that improving each of these metrics should be an important focus for management in 2024. The following table sets forth the financial metrics under the 2024 AIP. These metrics comprise the “Corporate Factor” and account for 85% of the 2024 AIP opportunity.

  28. COMPENSATION DISCUSSION AND ANALYSIS

    | Name and Principal Positions | Salary ($) | Threshold Payout ($) and % of Salary | Target Payout ($) and % of Salary | Maximum Payout ($) and % of Salary | | Stuart H. Lubow President and CEO | $1,004,250 | $502,125 | $1,004,250 | $1,506,375 | | | | 50.0% | 100.0% | 150.0% | | Avinash Reddy SEVP and CFO | $540,750 | $135,188 | $270,375 | $405,563 | | | | 25.0% | 50.0% | 75.0% | | Conrad J. Gunther SEVP and Chief Lending Officer | $489,456 | $122,364 | $244,728 | $367,092 | | | | 25.0% | 50.0% | 75.0% | | Michael J. Fegan SEVP and Chief Technology and Operations Officer | $417,150 | $93,859 | $187,718 | $281,576 | | | | 22.5% | 45.0% | 67.5% |

  29. COMPENSATION DISCUSSION AND ANALYSIS

    | Name and Principal Positions | Salary ($) | Threshold Payout ($) and % of Salary | Target Payout ($) and % of Salary | Maximum Payout ($) and % of Salary | | Christopher J. Porzelt EVP and Chief Risk Officer | $386,250 | $86,906 | $173,813 | $260,719 | | | | 22.5% | 45.0% | 67.5% |

  30. COMPENSATION DISCUSSION AND ANALYSIS

    | Corporate Factor Metrics | Weight | Threshold (50%) | Target (100%) | Maximum (150%) | Actual Results(3) | Bonus at Target ($) | Total Permitted Bonus ($) | Weighted Result | | Adjusted Non-Interest Expenses/Average Assets(1) | 50.0% | 1.75% | 1.55% | 1.35% | 1.54% | $940,442 | $971,758 | 103.0% | | Relative Asset Quality as Measured by Relative NPLs/Loans(2) | 12.5% | 25th Percentile | 50th Percentile | 75th Percentile | 73rd Percentile | $235,110 | $343,261 | 146.0% | | Common Equity Tier 1 Ratio (Consolidated) | 10.0% | 10.25% | 11.0% | 12.0% | 12.17% | $188,088 | $282,132 | 150.0% | | CRE Concentration Ratio (Consolidated) | 15.0% | 550% | 510% | 470% | 447% | $282,132 | $423,199 | 150.0% | | Loan-to-Deposit Ratio | 12.5% | 105.0% | 97.5% | 90.0% | 93.0% | $235,110 | $305,643 | 130.0% | | TOTAL | 100.0% | — | — | — | — | $1,880,883 | $2,325,994 | 123.7% |

  31. 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) Balance sheet measures as of December 31, 2024. Adjusted Non-Interest Expenses/Average Assets is for the year ended December 31, 2024. As permitted by the 2024 AIP, the Compensation Committee also considered each NEO’s contribution to the following measures comprising the Discretionary Factor in determining each NEO’s 2024 AIP payment. A) Growth in Deposits and Customer Accounts from New Private and Commercial Bank Hires: 7.5% The Bank continued to capitalize on the disruption in its marketplace by hiring 8 deposit-gathering teams (approximately 40 individuals in total). On a combined basis, the deposit teams hired in 2024 and 2023 have grown their portfolio to approximately $1.8 billion at year-end 2024, with a large proportion being in non-interest-bearing deposits. The growth and success of these new teams helped contribute towards the reduction in the Company’s Loan-to-Deposit ratio as well as Net Interest Margin expansion. B) Other discretion: 7.5% Progress on various technology initiatives: Building upon the success of implementing a new escrow platform, a number of additional workflow automation processes were rolled out in 2024, including a redesigned commercial customer onboarding process. In addition, a new customer foreign exchange wire system was instituted along with various fraud mitigation software enhancements. The Bank is continuing its cloud migration project and is on track to complete migration of the current disaster recovery site to Microsoft Azure Cloud by the fourth quarter of 2025. • Regulatory compliance: The Company maintained full regulatory compliance. • Total return to shareholders: The Company’s total return to shareholders during 2024 of 18.5%, was in the top quartile of the Company’s Compensation Peer Group.

  32. COMPENSATION DISCUSSION AND ANALYSIS

    | Name(1) | Target ($) | Corporate Performance Achieved (85% Weight) (123.7% of Target) ($) | Discretionary Factor (15% Weight) ($) | Total 2024 AIP Payment ($) | Total Payment as a % of Target | | Stuart H. Lubow | $1,004,250 | $1,055,620 | $180,765 (2) | $1,236,385 | 123.1% | | Avinash Reddy | $270,375 | $284,205 | $48,668 (2) | $332,873 | 123.1% | | Conrad J. Gunther | $244,728 | $257,246 | $44,051 (2) | $301,297 | 123.1% | | Michael J. Fegan | $187,718 | $197,320 | $33,789 (2) | $231,109 | 123.1% | | Christopher J. Porzelt | $173,813 | $182,703 | $31,286 (2) | $213,990 | 123.1% |

  33. COMPENSATION DISCUSSION AND ANALYSIS

    | Name and Principal Positions | Salary ($) | Threshold Payout ($) and % of Salary | Target Payout ($) and % of Salary | Maximum Payout ($) and % of Salary | | Stuart H. Lubow CEO | $1,004,250 | $326,381 | $652,769 | $979,144 | | | | 32.5% | 65.0% | 97.50% | | Avinash Reddy SEVP and CFO | $540,750 | $108,150 | $216,300 | $324,450 | | | | 20.0% | 40.0% | 60.0% | | Conrad J. Gunther SEVP and Chief Lending Officer | $489,456 | $97,891 | $195,782 | $293,674 | | | | 20.0% | 40.0% | 60.0% | | Michael J. Fegan SEVP and Chief Technology Officer | $417,150 | $83,430 | $166,860 | $250,290 | | | | 20.% | 40.0% | 60.0% | | Christopher J. Porzelt EVP and Chief Risk Officer | $386,250 | $77,250 | $154,500 | $231,750 | | | | 20.0% | 40.0% | 60.0% |

  34. COMPENSATION DISCUSSION AND ANALYSIS

    In March 2024, the Compensation Committee awarded restricted stock to the NEOs under the 2024 LTIP at Target as follows: Mr. Lubow - 65% of base salary, or $652,769; Mr. Reddy – 40% of base salary, or $216,300; Mr. Fegan – 40% of base salary, or $166,860; Mr. Gunther - 40% of base salary, or $195,782; and Mr. Porzelt – 40% of base salary, or $154,500. The long-term incentive awards were allocated 60% performance-based and 40% time-vested in accordance with the terms of the 2024 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 2026. The time-vested restricted shares vest ratably over three years from the date of grant. The following awards were made under the 2024 LTIP assuming vesting at Target.

  35. COMPENSATION DISCUSSION AND ANALYSIS

    (1) Assuming vesting of performance-based shares at the Maximum level, the grant date value of these performance-based awards would have been as follows: Mr. Lubow $587,486, Mr. Reddy $194,670, Mr. Fegan $150,174, Mr. Gunther $176,204, and Mr. Porzelt $139,050. (2) The number of RSAs was calculated based upon a grant date value of $18.6149, the volume weighted average price of the Common Stock for the ten business days prior to the date of grant. 2022 LTIP Summary of Results The performance metrics chosen for the 2022 Long-Term Incentive Plan (the “2022 LTIP”) were: Total Shareholder Return and Adjusted Return on Average Tangible Common Equity. As with the 2024 LTIP, the 2022 LTIP was comprised of 60% performance -based restricted stock and 40% time-vested restricted stock. The time-vested restricted stock was awarded in 2022 and vests ratably over three years, with the final vesting occurring after approval from the Compensation Committee. 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 2022 LTIP performance cycle and the results for each metric.

  36. COMPENSATION DISCUSSION AND ANALYSIS

    The Compensation Committee reviewed the Company’s clawback policy which was last updated 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. In March 2025, the Board approved updated guidelines for minimum Common Stock ownership. The minimum Common Stock ownership requirement must be satisfied within five 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), vested restricted shares, vested RSUs, unvested time-based restricted shares, and unvested time-based RSUs. 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, 2024, all directors and NEOs were in compliance with the Company’s stock ownership guidelines or were within the five-year period to achieve compliance. The minimum stock ownership guidelines are:

  37. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning compensation paid to the NEOs for the years ended December 31, 2024, 2023 and 2022.

  38. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year(1) | Salary(2) | Bonus(3) | Stock Awards(4) | Stock Options | Non-Equity Incentive Plan Compensation(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) | All Other Compensation(7) | Total | | Stuart H. Lubow Chief Executive Officer | 2024 | $996,375 | $— | $652,769 | $— | $1,236,385 | $436,486 | $224,590 | $3,546,605 | | | 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 | | Avinash Reddy Senior Executive Vice President & Chief Financial Officer | 2024 | $536,510 | $— | $216,300 | $— | $332,873 | $— | $99,330 | $1,185,013 | | | 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 | | Conrad J. Gunther Senior Executive Vice President & Chief Lending Officer | 2024 | $485,618 | $— | $195,782 | $— | $301,297 | $— | $102,786 | $1,085,483 | | | 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 | | Michael J. Fegan Senior Executive Vice President & Technology Officer | 2024 | $413,879 | $— | $166,860 | $— | $231,109 | $— | $45,340 | $857,188 | | | 2023 | $396,923 | $— | $358,727 | $— | $225,762 | $— | $40,226 | $1,021,638 | | Christopher J. Porzelt Executive Vice President & Chief Risk Officer | 2024 | $383,221 | $— | $154,500 | $— | $213,990 | $— | $39,039 | $790,750 |

  39. SUMMARY COMPENSATION TABLE

    (1) Mr. Fegan and Mr. Porzelt are NEOs for the first time in 2023 and 2024, respectively, and pursuant to SEC rules, compensation for prior years is not required to be reported. (2) For 2024, the annual base salaries of Messrs. Lubow, Reddy, Fegan, Gunther, and Porzelt were increased to $1,004,250, $540,750, $417,150, $489,456 and $386,250, respectively, effective April 1, 2024. (3) For 2022, reflects payments made on February 1, 2022 for the cash portion of the retention bonus granted to each NEO on February 1, 2022 in connection with the merger of Dime Community Bancshares, Inc. and Bridge Bancorp, Inc. (4) Included in this column are the dollar amounts of (i) the value of time-based restricted stock awards granted in March 2024 to the following NEOs: Mr. Lubow $261,111, Mr. Reddy $86,522, Mr. Fegan, $66,753, Mr. Gunther $78,313, Mr. Porzelt $61,801, (ii) the value of the performance-based restricted stock awards granted in March 2024 assuming vesting at the Target level to the following NEOs: Mr. Lubow $391,657, Mr. Reddy $129,783, Mr. Fegan $100,111, Mr. Gunther $117,479, Mr. Porzelt $92,702. 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 $587,486, Mr. Reddy $194,670, Mr. Fegan $150,174, Mr. Gunther $176,204, Mr. Porzelt $139,050. 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 2024 LTIP and the performance-based, promotion equity grants are described in the “Outstanding Equity Awards at Fiscal Year-End” table below. (5) Included in this column are the amount of the cash awards under the 2024 AIP. See discussion of “2024 AIP” in the above Compensation Discussion and Analysis. (6) Reflects change in present value of accumulated benefits under the pension plan component of the SERP for Mr. Lubow and is calculated based on the same assumptions used for financial reporting purposes under generally accepted accounting principles. (7) Details of the amounts reported in the “All Other Compensation” column for 2024 are provided in the table below.

  40. SUMMARY COMPENSATION TABLE

    | | Itemization of All Other Compensation of Summary Compensation Table for 2024 | | | | | | | | Name | 401(k) Contribution ($) | Dividends on Stock ($) | Auto ($) | Life Insurance ($) | Cash in Lieu of Perquisites ($) | Other ($) | Total ($) | | Stuart H. Lubow | $12,075 | $42,102 | $— | $5,343 | $100,000 | $65,070 | $224,590 | | Avinash Reddy | $12,075 | $18,802 | $— | $370 | $50,000 | $18,084 | $99,330 | | Conrad J. Gunther | $12,075 | $17,388 | $— | $8,100 | $50,000 | $15,223 | $102,786 | | Michael J. Fegan | $12,075 | $13,374 | $8,400 | $1,179 | $— | $10,312 | $45,340 | | Christopher J. Porzelt | $12,075 | $10,389 | $8,400 | $1,147 | $— | $7,028 | $39,039 |

  41. 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 2024.

  42. 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 | | $502,125 | $1,004,250 | $1,506,375 | — | — | — | — | — | — | — | | | 03/31/24 | — | — | — | 10,520 | 21,040 | 31,560 | 14,027 | — | — | $391,657 | | Avinash Reddy | | $135,188 | $270,375 | $405,563 | — | — | — | — | — | — | — | | | 03/31/24 | — | — | — | 3,486 | 6,972 | 10,458 | 4,648 | — | — | $129,783 | | Conrad J. Gunther | | $122,364 | $244,728 | $367,092 | — | — | — | — | — | — | — | | | 03/31/24 | — | — | — | 3,155 | 6,311 | 9,466 | 4,207 | — | — | $117,479 | | Michael J. Fegan | | $93,859 | $187,718 | $281,576 | — | — | — | — | — | — | — | | | 03/31/24 | — | — | — | 2,689 | 5,378 | 8,067 | 3,586 | — | — | $100,111 | | Christopher J. Porzelt | | $86,906 | $173,813 | $260,719 | — | — | — | — | — | — | — | | | 03/31/24 | — | — | — | 2,490 | 4,980 | 7,470 | 3,320 | — | — | $92,702 |

  43. GRANTS OF PLAN BASED AWARDS

    (1) The information in these columns reflects the range of possible payments under the 2024 AIP. For an explanation of the incentive opportunities, see the section above titled “Compensation Discussion and Analysis – 2024 Annual (Cash) Incentive Plan (“2024 AIP”).” (2) The information in these columns reflects the range of possible awards for vesting of PRSAs. The awards granted on March 31, 2024 will vest based on the achievement of two pre-determined performance goals: Consolidated CRE Concentration Ratio for the performance period January 1, 2024 through December 31, 2026 and Relative Deposit Franchise Quality Among Metro NY/NJ Banks for the performance period January 1, 2024 to December 31, 2026. In March 2024, 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 – 2024 Long-Term (Equity) Incentive Plan (“2024 LTIP”).” (3) The amounts shown in column (d) reflect the number of shares of time-vested restricted stock granted in March 2024 to each NEO pursuant to the 2024 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.

  44. 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, 2024.

  45. 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 | — | — | — | — | 30,074(2) | $924,174 | 110,494(7) | $3,395,481 | | Avinash Reddy | — | — | — | — | 12,273(3) | $377,149 | 13,416(8) | $412,274 | | Conrad J. Gunther | — | — | — | — | 11,527(4) | $354,225 | 12,115(9) | $372,294 | | Michael J. Fegan | — | — | — | — | 8,667(5) | $266,337 | 20,324(10) | $624,557 | | Christopher J. Porzelt | — | — | — | — | 6,555(6) | $201,435 | 9,051(11) | $278,137 |

  46. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Amounts based on closing price of our Common Stock as of December 31, 2024 ($30.73), as reported on the NASDAQ®. (2) 9,184 shares vest on February 1, 2025; 1,755 shares vest on March 31, 2025; 5,108 shares vest in equal installments on March 31, 2025 and March 31, 2026; and 14,027 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2024. (3) 4,592 shares vest on February 1, 2025; 675 shares vest on March 31, 2025; 2,358 shares vest in equal installments on March 31, 2025 and March 31, 2026; and 4,648 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2024. (4) 4,592 shares vest on February 1, 2025; 594 shares vest on March 31, 2025; 2,134 shares vest in equal installments on March 31, 2025 and March 31, 2026; and 4,207 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2024. (5) 2,756 shares vest on February 1, 2025; 506 shares vest on March 31, 2025; 1,819 shares vest in equal installments on March 31, 2025 and March 31, 2026; and 3,586 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2024. (6) 1,313 shares vest on February 1, 2025; 448 shares vest on March 31, 2025; 1,474 shares vest in equal installments on March 31, 2025 and March 31, 2026; and 3,320 shares vest in equal installments on the first, second, and third anniversary of the date of grant of March 31, 2024. (7) For Mr. Lubow, 2,961 shares cliff vest at Target in 2024 upon satisfaction of performance requirements, 86,493 shares cliff vest at Target in 2025 upon satisfaction of performance requirements, and 21,040 shares cliff vest at Target in 2026 upon satisfaction of performance requirements. (8) For Mr. Reddy, 1,139 shares cliff vest at Target in 2024 upon satisfaction of performance requirements, 5,305 shares cliff vest at Target 2025 upon satisfaction of performance requirements, and 6,972 shares cliff vest at Target in 2026 upon satisfaction of performance requirements. (9) For Mr. Gunther, 1,002 shares cliff vest at Target in 2024 upon satisfaction of performance requirements, 4,802 shares cliff vest at Target in 2025 upon satisfaction of performance requirements, and 6,311 shares cliff vest at Target in 2026 upon satisfaction of performance requirements. (10) For Mr. Fegan, 854 shares cliff vest at Target in 2024 upon satisfaction of performance requirements, 14,092 shares cliff vest at Target 2025 upon satisfaction of performance requirements, and 5,378 shares cliff vest at Target in 2026 upon satisfaction of performance requirements. (11) For Mr. Porzelt, 756 shares cliff vest at Target in 2024 upon satisfaction of performance requirements, 3,315 shares cliff vest at Target in 2025 upon satisfaction of performance requirements, and 4,980 shares cliff vest at Target in 2026 upon satisfaction of performance requirements.

  47. 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, 2024.

  48. 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 | — | — | 18,778 | $390,860 | | Avinash Reddy | — | — | 9,087 | $189,613 | | Conrad J. Gunther | — | — | 8,578 | $179,474 | | Michael Fegan | — | — | 6,152 | $127,665 | | Christopher Porzelt | — | — | 4,251 | $87,103 |

  49. OPTION EXERCISES AND STOCK VESTED

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

  50. 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, 2024, 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 Nonqualified Deferred Compensation section of this Proxy Statement, and details regarding their benefits in the SERP are disclosed in the Nonqualified Deferred Compensation tables of this Proxy Statement.

  51. 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 | | | | | | | — | $5,189,498(2) | $5,189,498(2) | $5,189,498(2) | | | $8,314,120(1) | $7,796,594(3) | $1,207,781(4) | $1,207,781(4) | | Avinash Reddy Stock Based Incentive Plans Employment Agreement | | | | | | | — | $943,042(2) | $943,042(2) | $943,042(2) | | | $3,068,263(1) | $3,028,002(3) | $325,172(4) | $325,172(4) | | Conrad J. Gunther Stock Based Incentive Plans Employment Agreement | | | | | | | — | $866,433(2) | $866,433(2) | $866,433(2) | | | $2,896,513(1) | $2,844,733(3) | $294,327(4) | $294,327(4) | | Michael J. Fegan Stock Based Incentive Plan Change in Control Employment Agreement | | | | | | | — | $1,086,982(2) | $1,086,982(2) | $1,086,982(2) | | | — | $2,167,561(3) | — | — | | Christopher J. Porzelt Stock Based Incentive Plans Change in Control Employment Agreement | | | | | | | — | $583,808(2) | $583,808(2) | $583,808(2) | | | — | $1,491,350(3) | — | — |

  52. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) For Messrs. Lubow, Reddy and Gunther, this amount represents the sum of: (i) an amount equal to the product of (a) the executive’s annual cash bonus for the fiscal year immediately preceding the fiscal year in which the event of termination occurs (the “Recent Bonus”) and (b) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 (the “Pro Rata Bonus”); (ii) an amount equal to the product of (a) three and (b) the sum of (c) executive’s base salary and (d) the Recent Bonus; (iii) an amount equal to the Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which executive participates as of immediately prior to the date of termination that executive would receive if executive’s employment continued for the three-year period following the date of termination ; and (iv) an amount equal to the product of (a) 150% of the monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for executive and his or her spouse and dependents as of immediately prior to the date of termination, and (b) thirty six. (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) the Pro Rata Bonus; (ii) an amount equal to the product of (a) three (two for Mr. Porzelt) and (b) the sum of (c) executive’s base salary and (d) the greater of the Annual Cash Bonus (at target) in the year of a change in control or the average of the annual cash bonus earned by the executive during the three years prior to a change in control (including the full value of the annual cash bonus, whether payable in cash or another form); (iii) an amount equal to the Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which executive participates as of immediately prior to the date of termination that executive would receive if executive’s employment continued for the three years (two years for Mr. Porzelt); and (iv) an amount equal to the product of (a) 150% of the monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for executive and his or her spouse and dependents as of immediately prior to the date of termination, and (b) thirty-six (twenty-four for Mr. Porzelt). In consideration for the foregoing payments and benefits, each employment agreement contains restrictive covenants concerning nondisclosure of confidential information, mutual non-disparagement of either party and non-competition and non-solicitation restrictions, which shall apply for the period of time mutually to be agreed to by the parties, and in no event shall the time period be less than six months or exceed two years. In the event that payments to the executive become subject to Sections 280G and 4999 of the Code, such payments shall be reduced if such reduction would leave the executive officer better off on an after-tax basis, and accordingly, the amount shown in this column may be reduced. (4) In the event of death or disability, this amount represents the Recent Bonus.

  53. 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 2024, annual total compensation of our median employee other than our CEO was $91,854 and the annual total compensation for our CEO as reported in the 2024 Summary Compensation Table was $3,546,605. Based on this information, for 2024 we estimate the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 39 to 1. In accordance with SEC regulations, the median employee for 2024 is the same median employee we used for calculating the CEO pay ratio for 2023 and 2022. In the period since identifying the median employee, there has been no change in Dime Community Bank’s employee population that would result in a significant change in the CEO pay ratio disclosure. In addition, Dime Community Bank’s compensation programs have not changed significantly during that period. As such, there have been no changes in the Bank’s compensation arrangements that would result in a significant change to the CEO pay ratio disclosure. We determined the annual total 2024 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 2024 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.

  54. 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.

  55. 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) | | 2024 | N/A | 3,546,605 | N/A | 3,889,342 | 979,614 | 1,124,966 | 110.65 | 123.79 | 26.1 | 6% | | 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% |

  56. 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.

  57. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Howard H. Nolan | Stuart H. Lubow* | Stuart H. Lubow | Avinash Reddy | Avinash Reddy | | Kevin L. Santacroce | Avinash Reddy* | Avinash Reddy | Conrad J. Gunther | Conrad J. Gunther | | James J. Manseau | Conrad J. Gunther* | Conrad J. Gunther | Patricia M. Schaubeck | Michael J. Fegan | | John M. McCaffery | Patricia M. Schaubeck* | Patricia M. Schaubeck | Michael J. Fegan | Christopher J. Porzelt | | | Howard H. Nolan | | | | | | John M. McCaffery | | | |

  58. 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).

  59. 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 | | | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | | 2023 | 10,135,803 | -374,957 | -539,841 | 48,573 | -2,022,608 | 7,246,970 | | 2022 | 4,255,662 | -568,791 | -584,959 | 48,098 | 417,826 | 3,567,836 | | 2021 | 9,674,312 | -246,142 | -2,572,445 | 59,569 | 3,639,920 | 10,555,214 | | 2020 | 3,836,271 | -1,839,053 | -535,920 | 56,625 | -23,040 | 1,494,883 |

  60. 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 | | | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 3,546,605 | -501,556 | -652,769 | — | 1,497,062 | 3,889,342 | | 2023 | 4,522,226 | -399,592 | -1,868,314 | — | 1,972,260 | 4,226,580 |

  61. 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 | | | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 979,614 | -12,662 | -183,366 | — | 341,380 | 1,124,966 | | 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 |

  62. 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:

  63. 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 | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 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 |

  64. 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 | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 1,401,344 | 380,507 | — | -284,789 | — | — | 1,497,062 | | 2023 | 2,280,325 | -270,024 | — | -38,040 | — | — | 1,972,260 |

  65. 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 | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 393,641 | 35,589 | — | -87,850 | — | — | 341,380 | | 2023 | 248,281 | -102,915 | — | -14,646 | — | — | 130,720 | | 2022 | 251,263 | -68,014 | — | -8,139 | — | — | 175,110 | | 2021 | 779,427 | — | 55,978 | 24,378 | — | — | 859,783 | | 2020 | 82,664 | -8,925 | — | -108,106 | — | — | -34,367 |

  66. 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, 2024. 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 2024. 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 2023, 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 2024. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the five most recently completed fiscal years. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted ROATCE The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Adjusted ROATCE during the five most recently completed fiscal years. Description of Relationship Between TSR and Peer Group TSR The following chart compares our cumulative TSR over the five 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 2024 to Company performance. The measures in this table are not ranked.

  67. PAY VERSUS PERFORMANCE DISCLOSURE

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