DEF 14A of Flagstar Bank, National Association, Apr 26, 2024

DEF 14A of Flagstar Bank, National Association

Filed Apr 26, 2024 · FY20230001193125-24-118316

Open on EDGAR

  1. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | Our short-term incentive program did not fund so our named executive officers did not receive a 2023 annual incentive award. The Company failed to achieve threshold requirements for the designated financial metric and for the critical Company objectives included in the strategic/qualitative scorecard. |

  2. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | In March 2023, our named executive officers received awards at target under our 2023 long-term incentive program (“LTIP”). The target level represented a specified percentage of base salary for each executive. The award included a performance-based component covering the 2023-2025 performance period (65% of the target award) and a restricted stock award (35% of the target award) vesting over three years. The actual award, if any, under the performance-based component will be determined in the first quarter of 2026. Our former CEO, Mr. Cangemi, forfeited his 2023 LTIP award upon his resignation in February 2024. |

  3. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | Long-term incentive awards for the 2021-2023 period did not fund as a result of Company performance below the threshold level of performance for the designated financial metrics. |

  4. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | (3) Includes the following shares of unvested restricted stock awards: Mr. DiNello – 1,853,907; Mr. Lux – 14,643; Mr. Schoels – 14,643; Ms. Whip – 14,643; Mr. Berlinski – 31,372; Mr. Frank – 63,094; Mr. Mnuchin – 300; Mr. Puwalski – 63,945; Mr. Pinto – 82,738; Mr. Smith – 333,390; Mr. Davis – 254,312; and Mr. Adams – 30,552. |

  5. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | Place a significant portion of each executive’s total compensation at risk based on the Company’s short- and long-term performance on an absolute basis and relative to our peers. |

  6. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | Provide a balanced assessment of short-term performance that considers financial performance and a holistic view of individual and non-financial performance. |

  7. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | Link the vesting of equity awards to multi-year performance and continued service. |

  8. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | Covered the 2023 calendar year and provided a cash incentive based on the level of attainment of adjusted EPS and consideration of a Qualitative Scorecard that evaluates critical performance factors designated by the Legacy Committee. |

  9. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | Target cash incentive opportunities were defined as a percentage of 2023 base salary and were based on the Legacy Committee’s assessment of peer and market practices. Additional details on cash incentive opportunities are provided in the section below. |

  10. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | | 2023 SHORT-TERM INCENTIVE PLAN AWARD OPPORTUNITIES (AS % OF 2023 BASE SALARY) | | | | EXECUTIVE | THRESHOLD | TARGET | STRETCH | | Mr. Cangemi(1) | 70% | 140% | 210% | | Mr. Pinto(2) | 50 | 100 | 150 | | Mr. Adams(3) | 35 | 70 | 105 | | Mr. Smith | 62.5 | 125 | 187.5 | | Mr. Davis | 50 | 100 | 150 |

  11. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | In March 2024, the Compensation Committee concluded that no payout would be made to any NEO under the 2023 STIP. Our former CEO, Mr. Cangemi, was ineligible to participate in the STIP as a result of his resignation. |

  12. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | The Compensation Committee reviewed and assessed the factors included in the Qualitative Scorecard and determined that no payout would be made with respect to this 25%-weighted component of the overall STIP award opportunity. While noting the achievement of several 2023 milestones for the Company, including the ongoing integration of the Flagstar transaction and measurable progress toward the goal of becoming a diversified commercial bank, the Compensation Committee concluded that any positive achievements were overshadowed by a significant number of negative factors, including the serious risk management issues that emerged in the 4th quarter of 2023 and the adverse impact of the 4th quarter and full-year results on shareholder value. |

  13. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | For the 2023 LTIP, awards were granted based on each participants’ target incentive opportunity expressed as a percentage of the 2023 base salary for each NEO and the PBRSU awards were made conditionally based on the Company’s performance during the 2023-2025 performance period. |

  14. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | 65% of the NEOs’ target LTIP award value was granted as PBRSUs. The actual award earned will be based on the Company’s performance for the period, 2023 – 2025, relative to two equally weighted financial metrics. Award determinations will be made by the Compensation Committee in early 2026 after performance results are known. All awards, if any, will be settled in fully vested shares of Company common stock. At vesting, dividend equivalents are paid on earned and vested shares only to the extent that dividends accrued over the performance period. |

  15. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | 35% of the NEOs’ target LTIP award value was granted as time-based restricted stock that vest ratably over three years. Consistent with the Company’s long-standing practice for all employees who are eligible to receive time-based awards, dividends paid on time-based restricted stock are paid at the same time dividends are paid to other shareholders. |

  16. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | 2023 LONG-TERM INCENTIVE PLAN AWARD OPPORTUNITIES (AS % OF 2023 BASE SALARY) | | | EXECUTIVE | TARGET | | Mr. Cangemi(1) | 250% | | Mr. Pinto(2) | 140 | | Mr. Adams(3) | 100 | | Mr. Smith | 125 | | Mr. Davis | 120 |

  17. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | | PERFORMANCE GOALS | | | | | PERFORMANCE METRICS | WEIGHT | THRESHOLD | TARGET | STRETCH | | 3-Year Adjusted EPS Growth | 50% | 35th percentile | 55th percentile | 75th percentile | | 3-Year Relative Return on Average Tangible Common Equity | 50% | 35th percentile | 55th percentile | 75th percentile | | Payout Range (% Target) | 100% | 50% | 100% | 150% |

  18. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | EXECUTIVE | 2023 TIME-BASED VESTED RESTRICTED STOCK AWARDS (# SHARES) | | Mr. Cangemi(1) | 124,651 | | Mr. Pinto(2) | 41,061 | | Mr. Adams(3) | 23,464 | | Mr. Smith | 43,994 | | Mr. Davis | 28,156 |

  19. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | We allocate incentive compensation between fixed and variable, annual and long-term, and cash and equity compensation to encourage strategies and actions that are in the Company’s long-term best interests; |

  20. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | We determine incentive award payouts based on a variety of performance indicators, thus diversifying the risk associated with any single performance factor; |

  21. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

    | • | Our incentive plans are not overly leveraged and include appropriate maximum payout caps; |

  22. The Compensation Committee

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | STOCK AWARDS(2) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL COMPENSATION ($) | | Thomas R. Cangemi(1) | 2023 | 1,275,000 | 3,187,506 | — | 374,585 | 4,837,901 | | Former President and CEO | 2022 | 1,275,000 | 2,996,246 | 1,732,000 | 277,108 | 6,280,354 | | | 2021 | 1,150,000 | 5,058,237 | 2,156,000 | 288,066 | 8,652,303 | | John J. Pinto(1) | 2023 | 750,000 | 1,050,005 | — | 166,747 | 1,966,752 | | Senior EVP and CFO | 2022 | 750,000 | 1,050,006 | 736,000 | 100,167 | 2,636,173 | | | 2021 | 700,000 | 1,750,739 | 735,000 | 122,985 | 3,308,724 | | John T. Adams(1) | 2023 | 600,000 | 600,008 | — | 124,565 | 1,324,573 | | Senior EVP and President, | 2022 | 600,000 | 600,002 | 458,000 | 46,115 | 1,704,117 | | Commercial Real Estate Finance | 2021 | 600,000 | 550,000 | 630,000 | 52,600 | 1,832,600 | | Lee M. Smith(5) | 2023 | 900,000 | 1,125,006 | — | 562,985 | 2,587,991 | | Senior EVP and President of Mortgage | 2022 | 67,482 | 3,375,009 | — | — | 3,442,491 | | Reginald E. Davis(5) | 2023 | 709,615 | 720,000 | — | 366,144 | 1,795,759 | | Senior EVP and President of Banking | 2022 | 41,154 | 1,900,005 | — | — | 1,941,159 |

  23. The Compensation Committee

    | (3) The Compensation Committee did not fund the 2023 STIP. See Compensation Discussion and Analysis and the Grants of Plan-Based Awards table below for additional information concerning the 2023 STIP. |

  24. The Compensation Committee

    | 56 | 2024 PROXY STATEMENT |

  25. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  26. The Compensation Committee

    | (4) The following table sets forth the components of the All Other Compensation column in 2023: |

  27. The Compensation Committee

    | EXECUTIVE | DIVIDENDS ON UNVESTED RESTRICTED STOCK ($) | DIVIDEND EQUIVALENTS PAID UPON SETTLEMENT OF PERFORMANCE AWARDS ($) | LIFE INSURANCE IMPUTED INCOME ($) | RETIREMENT PLAN CONTRIBUTIONS ($) | TOTAL ($) | | Mr. Cangemi(1) | 233,275 | 115,293 | 12,817 | 13,200 | 374,585 | | Mr. Pinto(1) | 78,707 | 78,173 | 4,556 | 5,311 | 166,747 | | Mr. Adams(1) | 31,170 | 74,602 | 5,593 | 13,200 | 124,565 | | Mr. Smith | 272,166 | 290,819 | — | — | 562,985 | | Mr. Davis | 154,948 | 211,196 | — | 13,200 | 379,344 |

  28. The Compensation Committee

    | (5) Messrs. Smith and Davis joined the Company on December 1, 2022. Information is provided only for the periods in which Messrs. Smith and Davis were NEOs. Mr. Davis’ base salary was adjusted mid-year during 2023 from $600, 000 to $750,000. See, Compensation Discussion and Analysis for additional information. |

  29. The Compensation Committee

    2023 Grants of Plan-Based Awards The following table provides information concerning the opportunities for awards made in 2023 to the named executive officers under the Company’s senior executive incentive compensation program.

  30. The Compensation Committee

    | EXECUTIVE | AWARD TYPE | GRANT DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARD: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) | GRANT DATE FAIR VALUE OF STOCK AWARDS AND PBRSUS ($)(4) | | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Mr. Cangemi(5) | Cash | 8/8/23 | 892,500 | 1,785,000 | 2,390,625 | | | | | | | | RSA | 3/24/23 | | | | | | | 124,651 | 1,115,626 | | | PBRSU | 3/24/23 | | | | 115,748 | 231,495 | 347,243 | | 2,071,880 | | Mr. Pinto(5) | Cash | 8/8/23 | 375,000 | 750,000 | 1,012,500 | | | | | | | | RSA | 3/24/23 | | | | | | | 41,061 | 367,496 | | | PBRSU | 3/24/23 | | | | 38,129 | 76,258 | 114,387 | | 682,509 | | Mr. Adams(5) | Cash | 8/8/23 | 210,000 | 420,000 | 630,000 | | | | | | | | RSA | 3/24/23 | | | | | | | 23,464 | 210,003 | | | PBRSU | 3/24/23 | | | | 21,788 | 43,576 | 65,364 | | 390,005 | | Mr. Smith | Cash | 8/8/23 | 562,500 | 1,125,000 | | | | | | | | | RSA | 3/24/23 | | | | | | | 43,994 | 393,746 | | | PBRSU | 3/24/23 | | | | 40,853 | 81,705 | 122,558 | | 731,260 | | Mr. Davis | Cash | 8/8/23 | 375,000 | 750,000 | | | | | | | | | RSA | 3/24/23 | | | | | | | 28,156 | 251,996 | | | PBRSU | 3/24/23 | | | | 26,146 | 52,291 | 78,437 | | 468,004 |

  31. The Compensation Committee

    | 2024 PROXY STATEMENT | 57 |

  32. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  33. The Compensation Committee

    | (1) Represents award opportunity levels under the 2023 STIP. On March 19, 2024, the Compensation Committee determined that STIP would not be funded. See Compensation Discussion and Analysis for additional information on the 2023 program. The 2023 STIP award opportunities were based 75% on Company performance relative to budgeted adjusted earnings per shares and 25% on Company performance relative to qualitative performance relative to designated internal and external factors. See Compensation Discussion and Analysis for additional information regarding the 2023 STIP. |

  34. The Compensation Committee

    | (2) Amounts in this column represent award opportunities (in shares of Common Stock) at target with respect to PBRSUs granted under the 2023 LTIP on March 24, 2023 for the performance period 2023-2025. The award has a value equal to 65% of the dollar value of each officer’s target award opportunity under the Plan. The awards will be earned based on the Company’s performance relative to three designated financial metrics. The awards were granted at the target opportunity level and are subject to adjustment based on actual performance, which will be determined in early 2026. Dividend equivalents are accrued on these awards over the performance period and are paid only to the extent that the related PBRSUs are earned based on performance. The awards will be settled in shares of Common Stock. See Compensation Discussion and Analysis for additional information on the LTIP and the Committee’s award determinations. |

  35. The Compensation Committee

    | (3) The “All Other Stock Award” column includes the grant date value of shares of restricted Common Stock awarded under the 2023-2025 LTIP on March 24, 2023. The grant date price of the Common Stock was $8.95. In each case, the award had a value equal to 35% of the dollar value of each officer’s target award opportunity under the Plan, and each award vests ratably over three years, beginning on the first anniversary of the grant date. See Compensation Discussion and Analysis for additional information on the LTIP. Cash dividends on restricted shares are paid to participants at the same time dividends are paid to other shareholders. |

  36. The Compensation Committee

    | (4) Amounts in this column reflect the grant date values of RSAs and PBRSUs awarded under the 2023-2025 LTIP. The fair value of the awards has been calculated in accordance with FASB Topic ASC 718 using the valuation methodology and assumptions set forth in Note 18 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023. For the PBRSUs, the amounts shown above were calculated based on the probable outcome of the performance conditions as of the inception date and represent the value of the target number of units granted to each NEO consistent with the estimate of the aggregate compensation cost to be recognized as of the service inception date under ASC 718. |

  37. The Compensation Committee

    | (5) Mr. Cangemi resigned from his position on February 23, 2024. Mr. Pinto ceased serving as Senior Executive Vice President and Chief Financial Officer on April 12, 2024. Mr. Adams ceased serving as Senior Executive Vice President and President of Commercial Real Estate Finance on April 12, 2024. |

  38. The Compensation Committee

    Stock Vested The following table provides information concerning RSA vesting and the settlement of PBRSUs for the NEOs during the 2023 fiscal year:

  39. The Compensation Committee

    | | EQUITY AWARD VESTING | | | EXECUTIVE | SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING ($)(1) | | Mr. Cangemi(2) | 171,553 | 1,400,995 | | Mr. Pinto(3) | 84,006 | 650,355 | | Mr. Adams(4) | 59,004 | 439,503 | | Mr. Smith | 93,983 | 876,457 | | Mr. Davis | 94,229 | 1,045,417 |

  40. The Compensation Committee

    | (1) Represents the aggregate value realized by each executive in 2023 upon (i) the vesting of restricted stock and restricted stock units awarded in prior years and (ii) with respect to Messrs. Cangemi, Pinto and Adams, the settlement of PBRSUs under the 2020-2023 LTIP for the performance period 2020-2022 in shares of Common Stock. Messrs. Smith and Davis joined the Company in December 2022 and, therefore, did not receive a PBRSU award for the 2020-2022 performance period. For Messrs. Smith and Davis, the vested shares also relate to the vesting of awards assumed by the Company in connection with the acquisition of Flagstar. |

  41. The Compensation Committee

    | (2) Mr. Cangemi resigned from his position of President and Chief Executive Officer on February 23, 2024. |

  42. The Compensation Committee

    | (3) Mr. Pinto ceased serving as Senior Executive Vice President and Chief Financial Officer on April 12, 2024. |

  43. The Compensation Committee

    | (4) Mr. Adams ceased serving as Senior Executive Vice President and President of Commercial Real Estate Finance on April 12, 2024. |

  44. The Compensation Committee

    | 58 | 2024 PROXY STATEMENT |

  45. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  46. The Compensation Committee

    Outstanding Equity Awards at Fiscal Year-End The following table provides certain information with respect to unvested RSAs, Restricted Stock Units (“RSUs”) and PBRSUs held by the named executive officers as of December 31, 2023. Mr. Cangemi forfeited all unvested and unearned equity awards upon his resignation. The market value is based on the $10.23 closing price of the Common Stock on December 29, 2023, the last trading day of 2023. PBRSUs awarded under the 2021-2023 LTIP with respect to the 2021-2023 performance period are included in the unvested share total as of December 31, 2023. As of December 31, 2023, the named executive officers did not hold any stock options.

  47. The Compensation Committee

    | EXECUTIVE | AWARD TYPE | NUMBER OF SHARES OF STOCK THAT HAVE NOT VESTED | MARKET VALUE OF SHARES OF STOCK THAT HAVE NOT VESTED ($) | | Mr. Cangemi(1) | RSA | 361,289 | 3,695,986 | | | PBRSU | 567,231 | 5,802,773 | | Mr. Pinto(2) | RSA | 120,213 | 1,229,779 | | | PBRSU | 197,304 | 2,018,420 | | Mr. Adams(3) | RSA | 49,527 | 506,661 | | | PBRSU | 121,959 | 1,247,641 | | Mr. Smith | RSA/RSU | 363,454 | 3,718,134 | | | PBRSU | 81,705 | 835,842 | | Mr. Davis | RSA/RSU | 263,698 | 2,697,631 | | | PBRSU | 52,291 | 534,937 |

  48. The Compensation Committee

    | (1) Mr. Cangemi resigned from his position of President and Chief Executive Officer on February 23, 2024. |

  49. The Compensation Committee

    | (2) Mr. Pinto ceased serving as Senior Executive Vice President and Chief Financial Officer on April 12, 2024. |

  50. The Compensation Committee

    | (3) Mr. Adams ceased serving as Senior Executive Vice President and President of Commercial Real Estate Finance on April 12, 2024. |

  51. The Compensation Committee

    Pension Benefits The following table provides certain information as of December 31, 2022 with respect to each pension plan that provides for payments or other benefits to the named executive officers at retirement:(1)

  52. The Compensation Committee

    | EXECUTIVE | PLAN NAME | NUMBER OF YEARS OF CREDITED SERVICE | PRESENT VALUE OF ACCUMULATED BENEFIT ($) | | Mr. Cangemi(2) | Retirement Plan | 0.4 | 10,260 | | Mr. Adams(3) | Retirement Plan | 17.5 | 228,531 |

  53. The Compensation Committee

    | (1) Messrs. Cangemi and Adams participated in frozen pension plans that were sponsored by banks acquired by the Company from 2000-2003. The benefit represents the present value of the executive’s accumulated benefit as of the date the applicable plan was frozen and does not include any additional benefit earned while employed by the Company. All amounts accrued by the Company with respect to the plan reflect the effect of actuarial adjustments only. |

  54. The Compensation Committee

    | (2) Mr. Cangemi resigned from his position of President and Chief Executive Officer on February 23, 2024. |

  55. The Compensation Committee

    | (3) Mr. Adams ceased serving as Senior Executive Vice President and President of Commercial Real Estate Finance on April 12, 2024. |

  56. The Compensation Committee

    Potential Post-Termination Payments and Benefits Severance Under Employment Agreements

  57. The Compensation Committee

    | • | Messrs. Cangemi and Pinto |

  58. The Compensation Committee

    | 2024 PROXY STATEMENT | 59 |

  59. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  60. The Compensation Committee

    As of December 31, 2023, the Company maintained employment agreements with Messrs. Cangemi and Pinto that were identical in form and which had been in place without modification since 2006. The agreements provided for an initial three-year term and daily extensions so that the contract term was always three years from the then-current date, unless either party provided written notice of non-renewal or termination, at which time the expiration date would become fixed at three years from the date of notice or termination. The employment agreements also provided for the payment, and annual review, of base salary, the provision of employee benefits applicable to executive personnel, and eligibility to participate in incentive and stock-based compensation programs. The employment agreements allowed the Company to terminate the executive’s employment for cause, as defined in, and subject to, procedures outlined in such agreements. The executive would receive no further payments or benefits under his agreement following a termination for cause. Upon the executive’s voluntary termination or death, the executive or his estate would receive only his base salary and other compensation or benefits earned through the date of termination. All payments and benefits contemplated by the agreements were subject to reduction to the extent required by applicable statutes, regulations, rules and directives of federal, state and other governmental and regulatory bodies having jurisdiction over the Company and its affiliates. Under the agreements, the Company had the right to terminate the executive’s employment if he became disabled. Upon the executive’s termination of employment by reason of his disability, the executive’s full base salary would be continued through the date the executive began to receive benefits under the Company’s long-term disability program. If the executive began to receive long-term disability benefits, the Company was obligated to continue (i) paying the executive the difference between 60% of his base salary and the long-term disability benefit, and (ii) the executive’s employee benefits through the date the agreement would have otherwise expired. The amount shown in the tables that follow represents the undiscounted aggregate benefit of 100% base salary continuation for six months after termination by reason of disability and 60% of base salary continuation for an additional 30 months reduced by the maximum annual long-term disability payments under the Company’s disability plan ($180,000). The executive could also terminate employment under the agreement for good reason (i.e., under circumstances outlined in the agreement and equivalent to constructive termination), and the Company could also terminate the executive without cause. Upon termination for good reason or termination without cause, if confirmed, the executive would receive a lump sum benefit equal to the sum of base salary and other compensation earned through the termination date, plus the executive’s pro rata share of his annual incentive compensation for the year of termination determined by reference to the highest annual aggregate annual amounts of bonuses or other cash incentive compensation paid to the executive in any of the three calendar years preceding termination of employment. The executive would become entitled to a lump sum payment equal to the sum of (i) three times the highest total compensation paid to the executive during the three preceding years, including bonuses, cash, and stock compensation, and other amounts reported on the executive’s Form W-2 (but excluding income realized from the exercise or disqualifying disposition of stock options); and (ii) three times the average amount contributed by or allocated to the executive under all tax-qualified benefit plans during the three preceding years. The executive also would receive continued medical, dental, and life insurance benefits for a period of 36 months following termination of employment. If the executive terminated employment due to disability or death within one year after the occurrence of a change in control or within one year after the commencement of preliminary steps leading to an eventual change of control, with the actual change in control taking place within two years after the executive’s termination of employment, the executive or his estate would receive the severance benefits described above, in the same manner as if the executive had terminated employment with good reason. Section 280G of the Internal Revenue Code of 1986 provides that payments or benefits contingent upon a change in control that equal or exceed three times an executive’s “base amount” (i.e., three times average annual taxable compensation over the five taxable years preceding the change in control) are “excess parachute payments.” Under Section 4999 of the Code,

  61. The Compensation Committee

    | 60 | 2024 PROXY STATEMENT |

  62. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  63. The Compensation Committee

    an executive who receives an excess parachute payment is subject to a 20% excise tax on the amount received in excess of the base amount, and the Company is unable to deduct a corresponding amount. In the event that any payments or benefits provided to the executives are subject to the excise tax, the employment agreements provided that the executives with indemnification for these excise taxes and any additional income, employment, and excise taxes imposed as a result of the initial indemnification payment. Under certain circumstances an executive’s right to receive payments under his employment agreement were subject to such payments being in compliance with applicable regulations.

  64. The Compensation Committee

    | • | Mr. Adams |

  65. The Compensation Committee

    Mr. Adams had entered into an agreement with the Company providing for a three-year term that extended each year for an additional year unless either party gave timely notice of an intention not to extend the term. The employment agreement provided for the payment, and annual review, of base salary and participation in other compensation programs. All payments contemplated by the agreement are subject to compliance with any applicable provisions of the Federal Deposit Insurance Company regulations found in Part 359 of Title 12 of the Code of Federal Regulations (or any successor provisions). Under the agreement, the Company could terminate the executive’s employment for cause, as defined in, and subject to, procedures outlined in the agreements. The executive would receive no further payments or benefits under his agreement following a termination for cause. Upon the executive’s voluntary termination or termination by reason of death or disability, the executive or his estate would receive unpaid base salary and other compensation or benefits earned through the date of termination. Mr. Adams could also terminate employment under the agreement for good reason (i.e., under circumstances outlined in the agreement and equivalent to constructive termination), and the Company could also terminate the executive without cause. Upon termination for good reason or termination without cause, the executive would receive a lump sum benefit equal to the base salary the executive would have earned over the then remaining term of the agreement. Mr. Adams would also receive continued medical, dental, and life insurance benefits for a period equal to the remaining term of the agreement. If a termination without cause or for good reason occurred on or after the effective date of a change in control (as defined in the agreement), Mr. Adams would receive a lump sum payment equal to three times his then current base salary and continuation of benefits for a thirty-six-month period. If the change-in control related benefits provided to Mr. Adams under the agreement or otherwise would result in “excess parachute payments” under Section 280G, the agreement would apply a “best net benefits” approach that reduces the payments and benefits to avoid triggering the excise tax if the reduction would result in a greater after-tax amount payable to Mr. Adams as compared to the amount he would receive net of the excise tax if no reduction were made.

  66. The Compensation Committee

    | • | Messrs. Smith and Davis |

  67. The Compensation Committee

    Messrs. Smith and Davis entered into substantially similar employment agreements when the Company and Flagstar entered into their merger agreement and the employment agreements became effective on December 1, 2022 when the merger closed. The agreements provided that Messrs. Smith and Davis will serve as Senior Executive Vice Presidents of the Company and as President of Mortgage and President of Banking, respectively, at the bank level. The initial term of each agreement was three years with annual extensions thereafter. Under each agreement, base compensation is subject to annual review. In addition, the agreements specified annual short-term incentive opportunities for Messrs. Smith and Davis at a level not less than 125% and 100% respectively, of base compensation. Both executives were also eligible to participate in the Company’s long-term equity incentive program and to receive employee benefits generally provided to employees of the Company. The agreement also provided for a retention award in the form of a time-based vested restricted stock award when they joined the Company.

  68. The Compensation Committee

    | 2024 PROXY STATEMENT | 61 |

  69. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  70. The Compensation Committee

    If the executive’s employment was terminated by the Company without cause, or upon his resignation of employment for good reason (as defined in the agreement) other than in connection with change in control and subject to execution of a release of claims, he would receive the following payments and benefits: (i) cash severance equal to the sum of his annual base salary and his target annual cash bonus amount under the Company’s short term cash incentive program, (ii) a payment equal to a pro rata portion of his annual cash bonus for the year in which his termination occurs, based on the actual level of achievement of the applicable performance goals and payable on the date that bonuses under the annual cash bonus are paid to officers generally, (iii) reimbursement for health insurance continuation coverage for up to 12 months, and (iv) any unvested portion of his retention award and any other unvested equity awards (including legacy Flagstar awards assumed by the Company) would vest with any performance-based award vesting based on actual performance through the date of termination. If Mr. Smith or Mr. Davis was terminated without cause, or if either terminated employment for good reason (as defined in the agreement), within the period beginning three months prior to and ending 12 months following a change in control (as defined in the agreement) each executive would receive the payments and benefits outlined above, except that (i) cash severance would equal to two times the sum of his base salary plus the target annual cash bonus amount and (ii) health continuation coverage would be provided for 18 months. If the change in control related benefits provided to each executive under the agreements or otherwise would result in “excess parachute payments” under Section 280G, the agreements would apply a “best net benefits” approach that reduces the payments and benefits to avoid triggering the Section 4999 excise tax if the reduction would result in a greater after-tax amount payable to the executive as compared to the amount he would receive net of the excise tax if no reduction were made. If Mr. Smith or Mr. Davis terminated employment by reason of death or disability while the agreement is in effect, all outstanding equity awards would vest, including performance awards at the target level. Mr. Smith and Mr. Davis are also subject to restrictive covenants relating to non-competition and non-solicitation of employees and customers for a period of one year following his termination for any reason, in addition to confidentiality provisions that apply at all times after termination for any reason. Accelerated Vesting of Equity Awards Under the Company’s current equity incentive plan, the 2020 Plan, unvested RSAs or RSUs would accelerate and unvested PBRSUs would be deemed to be earned at the target level upon the executive’s death or disability. With respect to a 2021 restricted stock award granted to Mr. Pinto when he assumed his last position at the Company and the 2022 retention awards granted to Messrs. Smith and Davis when they joined the Company, any unvested portion of the outstanding awards would accelerate upon the executive’s termination without cause or for good reason (as defined in their employment agreements). Under the 2020 Plan, upon the occurrence of a change in control, if unvested awards were not assumed by the acquirer, RSAs would vest and unvested PBRSUs would be deemed earned at the greater of target or actual performance over the shortened performance period. If, however, the awards were assumed by the acquirer, the terms of the original award agreement would remain in effect, except that unvested RSAs and PBRSU awards would vest at target upon the executive’s subsequent termination without cause or for good reason within two years after the change in control effective date. All of the awards provide for forfeiture in the event of the executive’s termination for cause or if the executive terminates employment voluntarily without good reason.

  71. The Compensation Committee

    | 62 | 2024 PROXY STATEMENT |

  72. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  73. The Compensation Committee

    Post Termination Benefit Tables The following table summarize the benefits that would be payable to our NEOs, as of December 31, 2023, in various termination scenarios. The value of all equity-based benefits included in the tables was determined by reference to the $10.23 closing price of the Company Common Stock on December 29, 2023, the last trading day of 2023. The table assumes that, in the event of a change in control, all unvested RSA and RSU awards would vest and all unvested PBRSUs would be deemed earned at target. All cash severance amounts were calculated in accordance with the applicable provisions of each executive’s employment agreement. As noted above, Mr. Cangemi resigned from his position on February 23, 2024. In connection with his termination of employment, no severance was paid under his employment agreement and his unvested or unearned equity awards were forfeited.

  74. The Compensation Committee

    | | MR. CANGEMI | MR. PINTO | MR. ADAMS | MR. SMITH | MR. DAVIS | | Death: | | | | | | | Equity Awards | $9,498,760 | $3,248,199 | $1,754,302 | $4,553,976 | $3,232,568 | | Life Insurance(1) | 8,975,000 | 5,300,000 | 3,150,000 | 1,800,000 | 500,000 | | Total | 18,473,760 | 8,548,199 | 4,904,302 | 6,353,976 | 3,732,568 | | Disability: | | | | | | | Employment Agreement | $2,100,000 | $1,050,000 | $— | $— | $— | | Equity Awards | 9,498,760 | 3,248,199 | 1,754,302 | 4,553,976 | 3,232,568 | | Total | 11,598,760 | 4,298,199 | 1,754,302 | 4,553,976 | 3,232,568 | | Voluntary Termination Not for Good Reason (including retirement) or Termination for Cause: | | | | | | | Total | — | — | — | — | — | | Involuntary Termination by Company without Cause or Resignation by Executive for Good Reason Prior to Change in Control: | | | | | | | Employment Agreement | $19,785,171 | $7,573,497 | $1,200,000 | $2,025,000 | $1,500,000 | | Equity Award Vesting | 1,786,035 | 583,427 | — | 4,553,977 | 3,232,568 | | Company-Paid Benefits(2) | 103,000 | 103,000 | 68,667 | 34,333 | 34,333 | | Total | 21,674,206 | 8,259,924 | 1,268,667 | 6,613,310 | 4,766,901 | | Involuntary Termination by Company without Cause or Resignation by Executive for Good Reason Upon or After Change in Control: | | | | | | | Employment Agreement | $19,785,171 | $7,573,497 | $1,800,000 | $4,050,000 | $3,000,000 | | Equity Award Vesting | 9,498,760 | 3,248,199 | 1,754,302 | 4,553,977 | 3,232,568 | | Company-Paid Benefits | 103,000 | 103,000 | 103,000 | 51,500 | 51,500 | | Section 4999 Indemnification Payment(3) | 15,412,013 | 5,431,946 | — | — | — | | Total | 44,798,944 | 16,338,642 | 3,657,302 | 8,655,477 | 6,284,068 |

  75. The Compensation Committee

    | (1) Messrs. Cangemi, Pinto and Adams have entered into split-dollar life insurance agreements with Flagstar Bank as part of the Company’s bank-owned life insurance program, and the indicated death benefit would be payable to a designated beneficiary if death occurred while an active employee. Messrs. Smith and Davis are covered under a legacy Flagstar program that provides an after-tax death benefit. |

  76. The Compensation Committee

    | (2) For each NEO, “company-paid benefits” represents the Company’s estimated cost for continuation of coverage under Company-sponsored employee benefit program (medical, dental and group life for Messrs. Cangemi, Pinto and Adams and medical for Messrs. Smith and Davis) for the period specified in their employment agreements. |

  77. The Compensation Committee

    | (3) The Section 4999 indemnification payment is only triggered in circumstances that give rise to an “excess parachute payment” under Section 280G. The employment agreements with Messrs. Smith, Adams, and Davis provide for a “best net benefit” approach to Section 280G and, therefore, do not provide indemnification for Section 4999 liabilities. |

  78. The Compensation Committee

    | 2024 PROXY STATEMENT | 63 |

  79. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  80. The Compensation Committee

    CEO Pay Ratio (70:1) The Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC regulations require us to report information about the ratio between the annual total compensation of our median employee and Mr. Cangemi, our former Chief Executive Officer. For 2023, our last completed fiscal year:

  81. The Compensation Committee

    | • | Mr. Cangemi’s adjusted total compensation was $4,837,092. |

  82. The Compensation Committee

    | • | The total compensation of the employee we identified as our median employee was $68,915. |

  83. The Compensation Committee

    | • | Based on the foregoing, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 70 to 1. |

  84. The Compensation Committee

    We used the following methodology to identify our median employee and determine our median employee’s total compensation:

  85. The Compensation Committee

    | • | We selected December 31, 2023 as our determination date. As of December 31, 2023, we had 9,030 employees, including all full time, part-time, seasonal and temporary employees and certain former employees of Signature Bank who became employees of Flagstar Bank in 2023. |

  86. The Compensation Committee

    | • | As permitted by SEC regulations, we selected a “consistently applied compensation measure” to identify our median employee. The compensation measure we used to identify our median employee was “base compensation” which applies uniformly to all of our employees. We annualized base compensation for full-time and part-time employees who did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. |

  87. The Compensation Committee

    | • | After identifying the median employee, we analyzed the median employee’s total compensation by applying the methodology applicable to determining our CEO’s total compensation in the Summary Compensation Table, subject to the adjustment described below. Based on this analysis, the annual total compensation of our median employee was $68,915. |

  88. The Compensation Committee

    The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC regulations. Our peers may report pay ratios that are not directly comparable to ours as a result of differences in the composition of each company’s workforce and the assumptions and methodologies used in calculating the pay ratio as permitted by SEC regulations.

  89. The Compensation Committee

    | 64 | 2024 PROXY STATEMENT |

  90. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  91. The Compensation Committee

    IV. PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of SEC Regulation S-K, the Company is providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, see Compensation Discussion and Analysis . The following table reports the compensation of our CEO and the average compensation of the other named executive officers (the “Other NEOs”) as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” (or “CAP”) as calculated pursuant to recently adopted SEC rules, and certain performance measures required by the rules.

  92. The Compensation Committee

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR CEO ($) (1) (MR. CANGEMI) | COMPENSATION ACTUALLY PAID TO CEO ($) (2) (MR. CANGEMI) | SUMMARY COMPENSATION TABLE TOTAL FOR CEO ($) (MR. FICALORA) | COMPENSATION ACTUALLY PAID TO CEO ($) (MR. FICALORA) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NAMED EXECUTIVE OFFICERS ($) (3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NAMED EXECUTIVE OFFICERS ($) (4) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($) (6) | EPS | | | | | | | | | TOTAL SHAREHOLDER RETURN ($) (5) | S&P U.S. BMI BANK INDEX ($) | | | | 2023 | 4,837,091 | 6,324,186 | — | — | 1,918,769 | 2,473,292 | 110.61 | 107.32 | (79,000) | (0.16) | | 2022 | 6,280,354 | 4,408,948 | — | — | 4,504,698 | 3,471,410 | 87.19 | 98.38 | 650,000 | 1.26 | | 2021 | 8,652,305 | 9,452,320 | — | — | 2,653,231 | 2,993,324 | 115.54 | 118.61 | 596,000 | 1.20 | | 2020 | — | — | 5,095,874 | (6,769,897) | 2,607,607 | 2,383,152 | 94.18 | 87.24 | 511,000 | 1.02 |

  93. The Compensation Committee

    | (4) The amounts reported in these columns represent the amount of Compensation Actually Paid to Mr. Cangemi and Mr. Ficalora, and average amount of Compensation Actually Paid to Other NEO’s as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Cangemi and the Other NEO’s during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the summary compensation table to determine the Compensation Actually Paid: |

  94. The Compensation Committee

    | ADJUSTMENTS | CEO 2023 | AVERAGE OF OTHER NEOs 2023 | | • Summary Compensation Table Total | $4,837,091 | $1,918,769 | | • Pension values as report in SCT | — | — | | • Fair value of equity awards granted during fiscal year | (3,187,506) | (873,755) | | • Pension value attributable to current years’ service and any change in pension value attributable to plan amendments made in current year | — | — | | • Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 3,643,374 | 998,717 | | • Dividends paid on stock in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | 356,844 | 69,738 | | • Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 748,744 | 319,017 |

  95. The Compensation Committee

    | 2024 PROXY STATEMENT | 65 |

  96. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  97. The Compensation Committee

    | ADJUSTMENTS | CEO 2023 | AVERAGE OF OTHER NEOs 2023 | | • Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (74,361) | (40,806) | | • Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | — | — | | • Compensation Actually Paid | $6,324,186 | $2,473,292 |

  98. The Compensation Committee

    | (5) The Peer Group TSR set forth in this table utilizes the S&P U.S. BMI Banks Index (assuming reinvestment of all dividends), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included on page 43 of our Annual Report on Form 10-K/A 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 U.S. BMI Banks Index, respectively, and assumes reinvestment of all dividends. Historical stock performance is not necessarily indicative of future stock performance. |

  99. The Compensation Committee

    | (6) Net Income as reported on pages 78-82 of the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023. |

  100. The Compensation Committee

    Financial Performance Measures As described in greater detail in the Compensation Discussion and Analy sis , the metrics that the Company uses for both our short- and long-term incentive plans are selected to drive the creation of shareholder value through positive business results. The most important financial performance measures used by the Company to link Compensation Actually Paid to NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

  101. The Compensation Committee

    | 1. | Pre-tax operating earnings |

  102. The Compensation Committee

    | 2. | Return on Average Tangible Assets (“ROATA”) |

  103. The Compensation Committee

    | 3. | EPS Growth |

  104. The Compensation Committee

    | 4. | Return on Average Tangible Common Equity (“ROATCE”) |

  105. The Compensation Committee

    Pay Versus Performance Relationship Disclosures In accordance with SEC rules, the following charts illustrate how the compensation actually paid of our Named Executive Officers aligns with the Company’s financial performance as measured by total shareholder return (TSR), net income, and EPS. Compensation Actually Paid compared to TSR:

  106. The Compensation Committee

    | 66 | 2024 PROXY STATEMENT |

  107. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  108. The Compensation Committee

    Compensation Actually Paid compared to Net Income: Compensation Actually Paid compared to EPS:

  109. The Compensation Committee

    | 2024 PROXY STATEMENT | 67 |

  110. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  111. The Compensation Committee

    Proposal 1: Election of Directors All persons standing for election as directors were unanimously nominated by the Nominating and Corporate Governance Committee. No director nominee being nominated as a director is being proposed for election pursuant to any arrangement or understanding between any such director nominee and the Company. Mr. Berlinski was nominated to the Board by the Reverence Investors to serve as a director on the Board pursuant to the Reverence Investors’ rights under the Reverence Investment Agreement.

  112. The Compensation Committee

    | The Board of Directors currently consists of nine members. All directors presently serve as directors of the Company and the Bank. Directors of the Board are elected for staggered terms of three years each, with the term of office of one of the three classes of directors expiring each year. Directors serve until their successors are elected and qualified. | | The board of directors recommends that you vote “for” the election of each of the nominees named in this proxy statement. |

  113. The Compensation Committee

    The nominees proposed for election at this year’s Annual Meeting are Milton Berlinski, Alan Frank, and Jennifer R. Whip. The Nominating and Corporate Governance Committee approved, and recommended to the Board of Directors, the director nominees standing for election at the 2024 Annual Meeting. All of the nominees proposed for election at the 2024 Annual Meeting are current members of the Board, and the Company received no nominations from shareholders for the election of directors to the Board. In the event that any such nominee is unable to serve or declines to serve for any reason, it is intended that the proxies will be voted for the election of such other person as may be designated by the Nominating and Corporate Governance Committee. The Board has no reason to believe that any of the persons named will be unable or unwilling to serve. If a nominee is not elected by the requisite vote, he must tender his or her irrevocable contingent resignation, and the Board, through a process originated by the Nominating and Corporate Governance Committee, will decide whether to accept the resignation. It is intended that the shares represented by the enclosed proxy card, if executed, dated, and returned without voting instructions, will be voted “FOR” the election of each of the nominees proposed by the Board of Directors.

  114. The Compensation Committee

    | 68 | 2024 PROXY STATEMENT |

  115. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  116. The Compensation Committee

    Directors will be elected by a majority of the votes cast in connection with their election. The following table indicates the names, ages, tenure, and principal professional experience of the current members of our Board of Directors as of the Record Date:

  117. The Compensation Committee

    | NAME | AGE | DIRECTOR SINCE | PRINCIPAL PROFESSIONAL EXPERIENCE | | Milton Berlinski | 67 | 2024 | Investment Banking | | Alessandro P. DiNello | 69 | 2022 | Banking | | Alan Frank | 72 | 2024 | Auditing | | Marshall J. Lux | 63 | 2022 | Banking, Insurance, FinTech | | Steven T. Mnuchin | 61 | 2024 | Investment Banking, Government | | Joseph Otting | 66 | 2024 | Banking, Government, Regulatory | | Allen Puwalski | 59 | 2024 | Banking, Forensic Accounting, Regulatory | | Peter H. Schoels | 49 | 2022 | Investment Banking | | Jennifer R. Whip | 63 | 2022 | Mortgage Lending |

  118. The Compensation Committee

    | 2024 PROXY STATEMENT | 69 |

  119. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  120. The Compensation Committee

    The following table presents a summary of the various experience, expertise, and/or attributes of our Board members as of the Record Date:

  121. The Compensation Committee

    | SKILLS, EXPERIENCE AND ATTRIBUTES OF OUR BOARD OF DIRECTORS | | | | | | | | | | | TOTAL | | | Leadership / Executive Management Experience operating in an executive leadership position demonstrating the ability to understand and direct business operations, analyze risk, manage human capital, oversee implementation of organizational change and deliver strategic plans. | | | | | | | | | | 9 | | | Financial Services / Banking Industry Board or management experience in retail banking, commercial banking, mortgage lending, mortgage servicing, consumer lending, small business banking, investment banking and/or other financial services. | | | | | | | | | | 9 | | | Technology / Systems Leadership and understanding of technology, digital platforms and cyber risk | | | | | | | | | | 6 | | | Public Accounting and Financial Reporting Experience assessing or overseeing performance of companies or public accounting firms regarding preparation, auditing or evaluation of financial statements | | | | | | | | | | 9 | | | Public Company Corporate Governance Experience serving as a board member or senior executive at a public company and/or experience with public company governance issues, policies and best practices. | | | | | | | | | | 9 | | | Business Operations and Strategic Planning Experience setting long-term corporate vision and goals, developing products and services, evaluating competitive position and assessing progress toward achievement | | | | | | | | | | 9 | | | Compliance / Regulatory / Legal Experience with regulated businesses, regulatory requirement and compliance, legal expertise, and relationships with federal and state agencies. | | | | | | | | | | 9 | | | Risk Management Significant understanding and experience with identification, assessment and oversight of risk management programs and practices | | | | | | | | | | 8 | | | Real Estate / Housing Board or management experience in multi-family real estate and lending, commercial real estate and lending, construction and industrial real estate and lending, residential mortgage lending, and mortgage servicing | | | | | | | | | | 8 | | | Sustainability, Charitable, or other Corporate Responsibility Experience and leadership in embracing corporate responsibility and encouraging a positive impact through philanthropic efforts, volunteering, charitable giving, and other activities related to the environment, consumers, employees, and communities. | | | | | | | | | | 6 | | | Human Capital Management and Compensation Understanding executive compensation issues, succession planning, talent management and development | | | | | | | | | | 7 |

  122. The Compensation Committee

    | 70 | 2024 PROXY STATEMENT |

  123. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  124. The Compensation Committee

    DIRECTOR QUALIFICATIONS AND BUSINESS EXPERIENCE The following provides information about each member of the Company’s Board of Directors, including their business experience, and additional information about the specific experience, qualifications, attributes, or skills that led to the Board’s conclusion that each should serve as a director of the Company. Ages presented are as of the Record Date. Nominees:

  125. The Compensation Committee

    | Director since: 2024 Age: 67 Committees: Compensation (Chair) Nominating and Corp. Governance | Milton Berlinski BUSINESS EXPERIENCE: Mr. Berlinski has served as an independent member of the Boards of Directors of the Company and Bank since March 11, 2024. In addition to chairing the Compensation Committees, he is a member of the Nominating and Corporate Governance Committees of the Company and Bank Boards. Mr. Berlinski in 2013 co-founded Reverence Capital Partners, L.P., a private investment firm focused on three complementary strategies: (i) financial services-focused private equity, (ii) opportunistic, structured credit, and (iii) real estate solutions. Reverence Capital Partners, L.P. manages in excess of $10 billion in assets under management and focuses on thematic investing in leading global financial services businesses. Mr. Berlinski co-founded Reverence Capital Partners, L.P. after concluding a 26-year career at Goldman Sachs. He joined Goldman Sachs in 1986 and served as a founding member of the Financial Institutions Group in Investment Banking, focusing on banks, consumer and commercial finance companies, asset management, insurance, and capital markets. Mr. Berlinski also served as Head of Strategy and Corporate Development both before and after Goldman Sachs’ IPO, assisting the firm’s Executive Office and division leaders to create and execute a strategy to build out Goldman Sachs’ global footprint. For the final 10 years of his Goldman Sachs tenure, Mr. Berlinski had global responsibility for coverage of the firm’s financial sponsor and hedge fund clients, overseeing a dramatic increase in revenue from the business and working alongside Goldman Sachs’ Merchant Banking team on co-investment opportunities in transactions involving the firm’s clients. Mr. Berlinski has led or executed over 300 transactions in financial services across all subsectors, including numerous strategic acquisitions by Goldman Sachs. Mr. Berlinski was a member of the Operating Committee and the Compensation Committee during his time at Goldman Sachs. He received a BA in engineering from California State University, Northridge, in 1978 and an MBA from the Wharton School of the University of Pennsylvania in 1980. Mr. Berlinski serves on the board of directors for Russell Investments, Venerable Holdings (HoldCo), Transact, Osaic (f/k/a Advisor Group), DMG Bancshares, Ministry Brands, Allspring Global Investments, CAIS, SEIA, and EverBank (f/k/a TIAA Bank). He formerly served on the board of directors for Kabbage, Obra Capital, Diamond Resorts, and Victory Capital (NASDAQ: VCTR). He also serves on the board of the Ronald McDonald House, the Advisory Board of the Wharton School and The Mount Sinai Department of Surgery Advisory Board. He is a board member of the New America Alliance, supporting Latino leadership in entrepreneurship, corporate America, and public service. In addition, he serves on the board of directors of Sponsors for Educational Opportunity (SEO), which has made a lifetime of achievement possible for nearly 20,000 talented young people from underserved and underrepresented communities around the United States. QUALIFICATIONS: Mr. Berlinski brings years of banking and acquisitions experience to the Company advancing the Board’s objective of maintaining a membership of experienced dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Bank. |

  126. The Compensation Committee

    | 2024 PROXY STATEMENT | 71 |

  127. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  128. The Compensation Committee

    | Director since: 2024 Age: 72 Committees: Audit (Chair) Risk Assessment | Alan Frank BUSINESS EXPERIENCE: Mr. Frank has served as an independent member of the Boards of Directors of the Company and Bank since March 19, 2024. In addition to chairing the Audit Committees, he is also a member of the Risk Assessment Committees of the Company and Bank Boards. Mr. Frank is a retired Audit Partner from Deloitte & Touche where he was employed for 40 years. While at Deloitte, Mr. Frank led audit service teams from 1983 to 2012 and the Southern California consumer business and middle market audit practices from 1986 through 2010. He is also a former member of the board and audit committee chairman of OneWest Bank Group LLC and CIT Group Inc. Currently, he is a member of the board and audit committee chairman of Andalusian Credit Company, LLC, a privately held financial services company whose principal business consists of senior secured loans to middle market companies. Mr. Frank graduated from the University of Southern California with a Bachelor of Science Degree. QUALIFICATIONS: Mr. Frank brings significant experience in auditing, mergers and acquisitions, financial reporting matters, initial public offerings and high growth companies to the Company advancing the Board’s objective of maintaining a membership of experienced dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Bank. |

  129. The Compensation Committee

    | 72 | 2024 PROXY STATEMENT |

  130. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  131. The Compensation Committee

    | Director since: 2022 Age: 63 Committees: Audit Nominating and Corp. Governance Risk Assessment Technology | Jennifer R. Whip BUSINESS EXPERIENCE: Ms. Whip has served as an independent member of the Boards of Directors of the Company and the Bank since December 1, 2022. She previously joined the boards of Flagstar Bank, F.S.B. and Flagstar Bancorp, Inc. in 2017. She is also a member of the Audit, Nominating and Corporate Governance, Risk Assessment, and Technology Committees of the Company and Bank. Ms. Whip is a principal with Cambridge One, LLC, and was a long-time executive with Fannie Mae. In her 26 years with the Fannie Mae she held numerous key roles, including leading nationwide single-family business development strategies, managing relationships with some of Fannie’s largest lenders, developing lending solutions to underserved communities, and directing lender management and strategic initiatives for Fannie Mae’s eChannel. At Garrett, McCauley & Co., a consulting firm to the financial services industry, she was part of a team that helped banks and mortgage lenders increase revenues, control costs, and better manage risks. She was a founding member of the Fannie Mae Diversity Advisory Council, an executive sponsor of the INDUS Employee Resource Group at Fannie Mae, an employee resource group for Fannie Mae employees of Indian and Pakistani descent, and a former advisory board member of the Neighborhood Housing Services of New York City. She also currently holds the Certified Mortgage Banker designation from the Mortgage Bankers Association (MBA). She received awards from Fannie Mae for volunteerism, as well as for her support of its Hispanic Networking Group. QUALIFICATIONS: Ms. Whip provides broad experience in housing finance, strategic initiatives and risk management bringing varied perspective to the Board’s oversight over these principal business areas, furthering the Board’s objectives of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Bank |

  132. The Compensation Committee

    | 2024 PROXY STATEMENT | 73 |

  133. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  134. The Compensation Committee

    Current Directors:

  135. The Compensation Committee

    | Director since: 2022 Age: 69 Committees: Technology Executive (Chair) Credit (Bank Board) | Alessandro P. DiNello BUSINESS EXPERIENCE: Mr. DiNello became the Chairman of the Board and Bank Boards as of April 1, 2024, having served as President and Chief Executive Officer of the Company from February 29, 2024 through March 31, 2024, Executive Chairman from February 7, 2024 through March 31, 2024, and as Non-Executive Chairman from December 1, 2022 through February 6, 2024. He serves on the Executive, Technology and Credit Committees of the Company and the Bank Boards. Prior to the merger of Flagstar Bancorp, Inc. with and into the Company on December 1, 2022, he served as President, CEO, and a director of Flagstar Bank, F.S.B. (now chartered as Flagstar Bank, N.A.) and Flagstar Bancorp, Inc. since mid-2013. Before that, he was President and Chief Administrative Officer of Flagstar Bank, and for a number of years Executive Vice President of that bank’s Retail Banking. Under his leadership, Flagstar consistently delivered solid results, underpinned by careful, thoughtful growth and industry-leading risk management. During his career at Flagstar Bank, he served as head of branch banking, retail product strategy, marketing, communications, internet banking, and branch expansion. He also was in charge of the bank’s technology, operations, and commercial units. Additionally, he led the government affairs and community relations initiatives. His business affiliations include membership on the Board of Directors of Business Leaders of Michigan, the Detroit Regional Chamber and its Economic Development CEO Advisory Board, and the City of Detroit Mayor’s Workforce Development Board. He is a founding member of the Detroit Sports Organizing Corp., and serves as co-chair of the Economic Development Strategy Task Force of the Metropolitan Affairs Coalition. He is a past director of both the Western Michigan University Foundation and the National Board of Trustees of the Crohn’s & Colitis Foundation where he served on the Executive Committee as Treasurer and as chairman of the Finance Committee. He is a recipient of the Honoree Award from the Crohn’s & Colitis Foundation, the Outstanding Alumni Achievement Award from Haworth College of Business, the Distinguished Alumni Award from Western Michigan University, the Humanitarian Award from the Michigan Roundtable for Diversity & Inclusion, the Courage in Leadership Award from the North Oakland (Michigan) NAACP, the Partner in Progress Award from the City of Pontiac, Michigan, the Regional Ambassador Award from the Southeast Michigan Council of Governments, and the Troy Community Champion Award from the Troy Community Foundation. His most recent recognition was the Maverick Award which he received from the Florida Minority Reinvestment Coalition. QUALIFICATIONS: Mr. DiNello’s experience and intimate knowledge of the Company’s business and operations provide the Board specific experience and expertise that are beneficial to the Company and the Bank. |

  136. The Compensation Committee

    | 74 | 2024 PROXY STATEMENT |

  137. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  138. The Compensation Committee

    | Director since: 2022 Age: 64 Committees: Audit Risk Assessment Technology (Chair) Other Public Company Directorships: Mphasis Corporation | Marshall J. Lux BUSINESS EXPERIENCE: Mr. Lux has been an independent member of the Boards of Directors of the Company and Bank since February 23, 2022. In addition to Chairing the Technology Committee, he also serves as a member of the Audit and Risk Assessment Committees of the Company and Bank Boards. Mr. Lux is a prominent financial services industry professional whose career spans nearly four decades and crosses a broad variety of financial industry subsectors, including consumer finance, commercial banks, insurance companies, broker/dealers, wealth and asset management firms, card companies, private equity, and FinTechs. Mr. Lux’s experiences at McKinsey & Company and elsewhere during his career included advising financial institutions regarding various risk and compliance matters, including in consumer compliance matters relating to retail banking, mortgage lending, and other lending. Throughout his career he has built strong relationships as a trusted advisor to C-suite executives. He attended Princeton University as an undergraduate and Harvard Business School for his graduate studies. Upon graduating from Harvard in 1986, Mr. Lux began working at McKinsey & Company, where he advised companies on core strategies and operational issues, including with respect to consumer compliance issues, mergers and merger integration, new product design and rollout, expense management, credit quality, crisis management, and capital initiatives. Mr. Lux left McKinsey as a Senior Partner after nearly 20 years to join one of his clients, J.P. Morgan, as Global Chief Risk Officer for Chase Consumer Bank. In this capacity, he managed a staff of 10,000 employees around the world, reported to the Company’s Board of Directors, and worked hand-in-hand on the Consumer Bank risk strategy with CEO Jamie Dimon. During his tenure at JP Morgan, he developed a number of risk strategies and models which helped successfully steer the bank through the mortgage crisis, also advising regarding various consumer compliance matters relating to JPMC’s mortgage lending. In 2009 he left J.P. Morgan to return to his consulting roots with the Boston Consulting Group (“BCG”) where he was their first directly elected Senior Partner, advising many of the same financial services companies that he had advised earlier in his career. At BCG, Mr. Lux continues his focus on advising financial service companies, including residential mortgage lenders and other consumer credit providers. In 2014, he transitioned from a Senior Partner at BCG to a Senior Advisor. He currently is a member of the board of directors of Mphasis (NSE: MPHASIS), and previously served on the former publicly-traded global IT company, DHB Capital Corp. Additionally, he serves on the boards of a privately-held small business lender and a privately held global IT platform solutions company. He is also a director of the Guardian Life Mutual Funds, a wealth management arm of the Guardian Life Insurance Company. In addition to his board involvement, Mr. Lux also advises a number of FinTech companies that are involved in payment systems, mortgage lending, digital assets, cybersecurity, and wealth management. QUALIFICATIONS: Mr. Lux’s experience and contributions advance the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Bank. |

  139. The Compensation Committee

    | 2024 PROXY STATEMENT | 75 |

  140. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  141. The Compensation Committee

    | Director since: 2024 Age: 61 Committees: Compensation Executive Nominating and Corp. Governance (Chair) Credit (Bank Board) | Steven T. Mnuchin BUSINESS EXPERIENCE: Secretary Mnuchin has served as an independent member of the Company and Bank Boards since March 11, 2024, and currently serves as the Boards’ Lead Independent Director as well as the Chair of the Nominating and Corporate Governance Committees of the Company and the Bank Boards. He also serves as a member of the Compensation and Executive Committees of the Company and Bank Boards and as a member of the Credit Committee of the Bank’s Board. Secretary Steven T. Mnuchin serves as the Founder and Managing Partner of Liberty Strategic Capital and chairs the firm’s Investment Committee. Liberty Strategic Capital is a Washington, DC-based private equity firm focused on strategic investments in technology, financial services and fintech, and new forms of content. In addition to serving as a director of New York Community Bancorp, Inc. and its subsidiary, Flagstar Bank, N.A., Secretary Mnuchin currently serves on the boards of directors of Liberty Strategic Capital portfolio companies Cybereason Inc. (since 2021), Satellogic Inc. (since 2022), and Zimperium, Inc. (since 2022). He previously served on the boards of directors of Contrast Security, Inc. (2022-2023) and BlueVoyant, Inc. (2022-2023). Prior to founding Liberty, Mr. Mnuchin served as the 77th Secretary of the Treasury from February 2017 through January 2021. As Secretary, Mr. Mnuchin was responsible for leading the U.S. Treasury, whose mission is to maintain a strong economy, foster economic growth, and create job opportunities by promoting the conditions that enable prosperity at home and abroad. He was also responsible for strengthening national security by combating economic threats and protecting the U.S. financial system, as well as managing the U.S. Government’s finances. Mr. Mnuchin also oversaw Cybersecurity for the financial services sector and all Treasury bureaus including the IRS. Secretary Mnuchin played a pivotal role in shaping and advancing the Administration’s economic agenda, including the passage and implementation of the Tax Cuts and JOBS Act and the CARES Act. He also led the Treasury Department’s regulatory reform efforts. Secretary Mnuchin was chair of the Committee on Foreign Investment in the United States (CFIUS) and was a member of the National Security Council. He was responsible for using economic tools to combat terrorist financing and other threats to the United States and its allies. | | | Prior to his confirmation, he served as Founder, Chairman, and Chief Executive Officer of Dune Capital Management. He founded OneWest Bank Group LLC and served as its Chairman and Chief Executive Officer until its sale to CIT Group Inc. Earlier in his career, Secretary Mnuchin worked at The Goldman Sachs Group, Inc., where he was a Partner and served as Chief Information Officer, with responsibility for the firm’s global information and technology strategy and operations. He has extensive experience in global financial markets and investments. | | | Secretary Mnuchin is committed to philanthropic activities and previously served as a member of the board of directors of the Museum of Contemporary Art Los Angeles (MOCA), the Whitney Museum of Art, the Hirshhorn Museum and Sculpture Garden on the National Mall, the UCLA Health System, the New York Presbyterian Hospital, and the Los Angeles Police Foundation. Secretary Mnuchin was born and raised in New York City. He holds a BA from Yale University. QUALIFICATIONS: With his extensive experience in corporate finance, investment banking, technology and government, Secretary Mnuchin brings valuable insight to the Board of the Company in overseeing a wide range of banking, investment, governance, and cybersecurity matters, and furthers the Board’s objective of maintaining a membership of experienced dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Bank. |

  142. The Compensation Committee

    | 76 | 2024 PROXY STATEMENT |

  143. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  144. The Compensation Committee

    | Director since: 2024 Age: 66 Committees: Executive Technology Credit (Bank Board) | Joseph M. Otting BUSINESS EXPERIENCE: Mr. Otting serves as President and Chief Executive Officer of the Company and the Bank, having been appointed to this position effective as of April 1, 2024. He became an employee of the Company on March 6, 2024, and he has served as a member of the Boards of the Company and Bank since March 11, 2024, he also serves as a member of the Technology and Executive Committees of the Company and Bank Boards and as a member of the Bank Board’s Credit Committee. Mr. Otting is an American businessman and government official having served as the 31st Comptroller of the Currency from November 2017 to 2020. Prior to becoming Comptroller of the Currency, Mr. Otting was an executive in the banking industry. He served as President of CIT Bank and Co-President of CIT Group Inc. from August 2015 to December 2015. Mr. Otting previously was President, Chief Executive Officer, and a member of the board of directors of OneWest Bank, N.A. Prior to joining OneWest Bank, he served as Vice Chairman of U.S. Bancorp, where he managed the Commercial Banking Group and served on U.S. Bancorp’s Executive Management Committee. He also served as a member of U.S. Bank’s main subsidiary banks’ board of directors. From 1994 to 2001, Mr. Otting was Executive Vice President and Group Head of Commercial Banking at Union Bank of California. Before joining Union Bank, he held positions in branch management, preferred banking, and commercial lending at Bank of America. Mr. Otting has played significant roles in charitable and community development organizations. He has served as a board member for the California Chamber of Commerce, the Killebrew-Thompson Memorial Foundation, the Associated Oregon Industries, the Oregon Business Council, the Portland Business Alliance, the Minnesota Chamber of Commerce, and Blue Cross Blue Shield of Oregon. He was also a member of the Financial Services Roundtable, the Los Angeles Chamber of Commerce, and the Board and Executive Committee of the Los Angeles Economic Development Corporation. He currently serves on the Governing Board of Directors of Operation Hope and a board member of OASIS. He is the Chairman of the Board of Andalusian Credit Company and a board member of Talino Labs and Blockchain. Mr. Otting holds a bachelor of arts in management from the University of Northern Iowa and is a graduate of the School of Credit and Financial Management, which was held at Dartmouth College in Hanover, New Hampshire. QUALIFICATIONS: Mr. Otting’s extensive banking, government and regulatory experience and contributions advance the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Bank. |

  145. The Compensation Committee

    | 2024 PROXY STATEMENT | 77 |

  146. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  147. The Compensation Committee

    | Director since: 2024 Age: 59 Committees: Audit Compensation Risk Assessment (Chair) | Allen C. Puwalski BUSINESS EXPERIENCE: Mr. Puwalski has served as an independent member of the Boards of the Company and Bank since March 11, 2024. He also serves as Chair of the Risk Assessment Committees as well as a member of the Audit and Compensation Committees of the Company and Bank Boards. Mr. Puwalski started his 30-year career in banking as a field examiner and capital markets specialist for the FDIC in its New York region following the commercial real estate crisis of the late 1980s. When he left the FDIC in 2004, he was the Chief of Bank Analysis in the FDIC’s Division of Insurance and was managing the analysis, publications, and policy development of a 15-person multi-disciplinary team of PhD economists, CPAs, CFAs, and commissioned bank examiners. The substantive work of this group included bank failure projection modeling, early development of bank stress testing, and the quantitative justification for risk-based deposit insurance pricing. After several years as a global financial sector team lead for CFRA, an independent research firm specializing in forensic accounting research and analytics, Mr. Puwalski joined Paulson and Co. in 2007 as the firm’s first financials sector specialist. At Paulson, Mr. Puwalski executed complex transactions with high returns across the full capital structure in both liquid and PE-style investing in the U.S. and Europe. Mr. Puwalski was also a director at OneWest Bank, N.A. prior to its sale to CIT Group Inc. in 2015, and headed the community bank strategy for SoFi Technologies during its bank chartering and listing process. At present, Mr. Puwalski is a founding partner of Cybiont Capital, LLC, a company specializing in fundamental bank analysis and advising in community bank investing. Mr. Puwalski earned a Bachelor of Arts degree in economics and certificate of finance from the University of Maryland, Baltimore County, and he is a Chartered Financial Analyst. QUALIFICATIONS: With his extensive experience in banking, finance, forensic accounting, and regulatory examinations, Mr. Puwalski brings valuable insight to the Board of the Company and furthers the Board’s objectives of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Bank. |

  148. The Compensation Committee

    | 78 | 2024 PROXY STATEMENT |

  149. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  150. The Compensation Committee

    | Director since: 2022 Age: 50 Committees: Compensation Nominating and Corp. Governance Credit (Chair) (Bank Board) | Peter H. Schoels BUSINESS EXPERIENCE: Mr. Schoels has served as an independent member of the Boards of the Company and the Bank since December 1, 2022. He joined the boards of Flagstar Bank, F.S.B. (now chartered as Flagstar Bank, N.A.) and Flagstar Bancorp, Inc. in 2013. He is also a member of the Compensation and Nominating and Corporate Governance Committees of the Company and the Bank Boards, and serves as Chair of the Credit Committee of the Bank Board. Mr. Schoels has been a managing partner of MP Global Advisers since 2009 and a partner since 2002. He also serves on the Investment Committee of MaltinPatterson Global Advisors, and is Portfolio Manager of MatlinPatterson’s control and illiquid investments. Prior to MatlinPatterson, he was a vice president of Credit Suisse’s Global Distressed Securities Group, and before that a director of Finance and Strategy of Itim Group Plc. Earlier in his career, he was manager of mergers and acquisitions for Ispat International NV, now ArcelorMittal. QUALIFICATIONS: With his background in supervising investments in distressed companies, and service as a director of a publicly traded company, Mr. Schoels provides the Board with the perspective of a major shareholder and seasoned investor that has intimate knowledge of the Company’s business and operations furthering the Board’s objectives of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Bank. |

  151. The Compensation Committee

    | 2024 PROXY STATEMENT | 79 |

  152. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  153. The Compensation Committee

    BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Reginald E. Davis. Mr. Davis, age 61, joined the Company as Senior Executive Vice President and President of Banking on December 1, 2022. In this role, he is responsible for all non-mortgage lending, Government Banking, Treasury Management, strategic alliances, and all of Retail Banking. From April 2020 until the December 2022 Flagstar Bancorp, Inc. merger, Mr. Davis was Executive Vice President and President of Banking at Flagstar Bank F.S.B. Mr. Davis has 35 years of banking experience, including at SunTrust, now Truist, where he was head of business banking. He also served as President of RBC Bank USA, the U.S. banking division of the Royal Bank of Canada, and as a senior executive and member of the Operating Committee for Wachovia (now Wells Fargo), where he held a number of senior roles. He started his banking career at First Union Bank. Mr. Davis serves on the board of the Lincoln Financial Group and is a member of the 100 Black Men of Atlanta. Previously, he served as chair of the Morehouse College Dean’s Advisory Board and as a board member of the Atlanta Chamber of Commerce. He also serves as a member of the Board of Directors of the Flagstar Bank Foundation. His past recognitions include being named by Black Enterprise Magazine as one of the 75 most powerful African Americans in corporate America, and in 2021 by Savoy Magazine in its list of Most Influential Black Corporate Directors. Craig Gifford. Mr. Gifford, age 56, joined the Company as Senior Executive Vice President and Chief Financial Officer on April 12, 2024. Mr. Gifford brings more than 30 years of banking experience, most recently as EVP, Enterprise Operations with U.S. Bancorp where he led all physical operations, including the distribution strategy for the bank’s branch and ATM network. Previously, he served as U.S. Bancorp’s Corporate Controller, and prior to that, as Chief Accounting Officer and Corporate Controller for Guaranty Financial Group, following a 13-year career in the financial services group of Ernst and Young LLP. Mr. Gifford brings proven experience in navigating challenging financial environments, including raising capital and delivering profitable results Mr. Gifford graduated from the University of Texas at Austin with a business degree. He is a certified public accountant. Bryan L. Marx. Mr. Marx, age 48, joined the Company as Executive Vice President and Chief Accounting Officer in connection with the completion of the Company’s acquisition of Flagstar Bancorp, Inc. on December 1, 2022. From 2013 to November 30, 2022, Mr. Marx served as Chief Accounting Officer of Flagstar. Prior to joining Flagstar, he was in public accounting for 15 years most recently with PricewaterhouseCoopers LLP as a senior manager in their Banking and Capital Markets practice working with clients in the Detroit area and overseas. Mr. Marx currently serves on the board of Boys Hope Girls Hope in Detroit, an organization centered on cultivating youth empowerment through the foundation of education and holistic support. Mr. Marx graduated from Michigan State University with a Bachelor of Arts degree in accounting and previously served on the Michigan State University Accounting and Information Systems External Advisory Board. He is also a member of the American Institute of Certified Public Accountants and the Michigan Association of Certified Public Accountants. Bao Nguyen. Mr. Nguyen, age 42, joined the Company as Senior Executive Vice President, General Counsel and Chief of Staff on April 12, 2024. Mr. Nguyen brings more than 15 years of experience as a financial services attorney. Most recently he served as a Partner for Skadden, Arps, Slate, Meagher & Flom LLP where he advised global and regional financial institutions, fintech and digital asset companies and private equity firms on the regulatory aspects of complex transactions, charters, compliance matters and enforcement issues. Prior to joining Skadden, he held senior positions with the Office of the Comptroller of the Currency (OCC), including as acting Chief Counsel and, most recently, as Principal Deputy Chief Counsel. During his time at the OCC, he oversaw significant policy decisions, rulemaking, transaction reviews and enforcement matters.

  154. The Compensation Committee

    | 80 | 2024 PROXY STATEMENT |

  155. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  156. The Compensation Committee

    Earlier in his career Mr. Nguyen served as Senior Counsel at the Board of Governors of the Federal Reserve System, and as a Banking Fellow in the U.S. Senate, negotiating key reforms to the U.S. regulatory framework as part of the Dodd-Frank Act. Mr. Nguyen graduated from North Carolina State University with a Bachelor of Arts in History and a law degree from UNC-Chapel Hill School of Law. Scott Shepherd. Mr. Shepherd, age 61, joined the Company as Senior Executive Vice President and Head of Commercial Real Estate Lending on April 15, 2024. Mr. Shepherd is a senior executive with a more than 20-year track record building and leading teams in commercial real estate, creating value through lending, debt restructuring, workouts and acquisitions. Most recently, he served as Managing Director, The Ruth Group, a commercial real estate investor and operator, where he focused on securing debt and equity financing to acquire value-add office and industrial conversion properties and complex restructurings. Prior to that he founded Archbell Capital, a commercial real estate bridge lender focused on institutional quality deal sponsors across property types. Mr. Shepherd also spent six years at OneWest Bank where he was the Head of the Commercial Real Estate Group. While there, he launched a CRE lending business that originated over $3.5 billion in loan commitments and led workouts of $2 billion of acquired loans. He started his real estate finance career at Goldman Sachs, where he was an investment banker for ten years. Mr. Shepherd graduated from Northwestern University with a Bachelor of Arts degree in economics and holds an MBA in management from the Wharton School of the University of Pennsylvania. Julie Signorille-Browne. Ms. Signorille-Browne, age 60, serves as Senior Executive Vice President and Chief Operating Officer of the Company, which she was appointed to in September 2023. Previously, she served as Executive Vice President and Director of Enterprise Operations from September 2021. In her current role, she is responsible for all areas of operations, including Retail/Commercial Deposit and Lending, Corporate Real Estate, Sourcing and Vendor Management, along with the Enterprise Program Management Office. She is also responsible for Human Resources and Technology. She also led the integration of Flagstar and NYCB and is currently leading the integration of the purchased assets and liabilities of Signature Bank. Ms. Signorille-Browne has more than 35 years of experience in financial services and M&A Integration. Prior to the Company, she worked for several large financial institutions, including Citizens Bank, Key Bank, First Niagara Bank, and Citibank, and held nationwide service delivery responsibilities for two global outsourcing firms. In her previous role as the Chief Operating Officer for Consumer Banking at Citizens Bank, Ms. Signorille-Browne was responsible for Integrations, Deposit and Loans Servicing, Mortgage Servicing, Enterprise Fraud, Collections, Robotic Process Automation/Artificial Intelligence, Collateral Risk Management and Project Management. She had led and launched several innovative solutions including the back-end operations for a new digital bank, customer self-service capabilities, and digital transformation that resulted in significant customer and colleague experience improvements and efficiencies across the board. Active in the Long Island community, Ms. Signorille-Browne is on the Ladies Auxiliary group for the Wilson Ritch Post 432 of the American Legion and is an honorary member of the Setauket Fire Department. She also serves on the board of directors of Flagstar Foundation, and on the board of directors of New Ground where the mission is to break the cycle of homelessness for families and veterans. George F. Buchanan III. Mr. Buchanan, age 55, joined the Company as Executive Vice President and Chief Risk Officer in March 2024. Prior to joining the Company, Mr. Buchanan spent 13 years at Regions Bank, where he held several roles of escalating responsibility, across various risk disciplines. Most recently, he served in Regions’ credit review area. Prior to this, he spent five years as Chief Risk Officer for Consumer Banking and Wealth Management, with responsibility for all aspects of risk management. Additionally, Mr. Buchanan led numerous areas within the credit division, including

  157. The Compensation Committee

    | 2024 PROXY STATEMENT | 81 |

  158. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  159. The Compensation Committee

    commercial, private wealth, small business, and business services. Mr. Buchanan brings over 30 years of financial services-related risk management and credit experience, having previously held roles at First Union, AmSouth Bank, US Bank, and Regions Bank. Mr. Buchanan is very active in professional and civic activities holding seats on several Boards and Committees. Currently, he serves on the National Board of Directors for the ProSight Financial Association as well as on their RMA Journal Editorial Advisory Board. He is also on the Boards of Directors of Tru Fund Financial Services, Inc., the University of Illinois Dean’s Business Council for the Gies College of Business, the Harbert College of Business Alumni Council and MBA Advisory Boards for Auburn University, the Advisory Committee for the Alabama Small Business Commission, and the Auburn University Graduate Education Development Council. Previously, he served on numerous Councils and Committees for the Risk Management Association, the Board of Directors for Opera Birmingham, the Advisory Board for the UAB Comprehensive Cancer Center, the Board of the Regions Community Development Corporation, and as Past President and Board Member of the Small Business Financial Exchange. He also was a long-time member of the Consumer Bankers Association Small Business Committee. Mr. Buchanan holds an MBA in Finance from Auburn University and a Bachelor’s Degree in Business Administration, Marketing from the University of Illinois. Colleen McCullum. Ms. McCullum, age 61, joined the Company as Executive Vice President and Chief Audit Executive in March 2024. Prior to joining the Company, Ms. McCullum was Chief Audit Executive at United Community Bank, where she led the Internal Audit Department with responsibility for delivering all aspects of the audit plan, including overseeing the design, planning, and execution of the plan. Ms. McCullum also served on the Operating Committee of the Bank. She has considerable large bank experience, including time at Capital One, Bank of America, and Wells Fargo. Prior to United Community Bank, Ms. McCullum spent three years at Capital One, most recently serving as Senior Vice President and Head of Line-of-Business Audit. Prior to joining Capital One, she spent three years at Bank of America as Senior Vice President and General Auditor responsible for overseeing the risk and compliance audit coverage. Previously, she spent 15 years at Wells Fargo, where she held a variety of risk positions with escalating responsibility, including the role of Chief Risk Officer of the European, Middle East and African (EMEA) region and the Head of Counterparty Credit Risk. Ms. McCullum is active in industry forums and currently serves as a member of the Risk Management Association (RMA) Internal Audit Council and as Chairperson of the RMA Women in Risk and Assurance Committee. Ms. McCullum holds an MBA in Finance from the University of Pittsburgh, an MA, in International Relations and Affairs from Duquesne University, and a Bachelor’s Degree in Political Science and Government from Duquesne University. James Simons. Mr. Simons, age 67, joined the Company as Executive Vice President and Special Advisor to the CEO on April 12, 2024. In this newly created role, Mr. Simons will advise on credit administration, portfolio management and lending projects. He brings more than 45 years of banking experience, the last 20 of those serving as Senior Credit Executive/Chief Credit Officer for First Citizens Bank (formerly OneWest Bank and CIT Bank), Associated Bank, Guaranty Bancorp, and U.S. Bancorp. In these positions, Mr. Simons was responsible for a variety of credit functions, problem loan management and served as the primary business line approver for commercial real estate, middle market lending, builder finance, private banking, and asset-based lending. He also brings considerable bank turn-around and loan workout experience, as well as bank regulator experience with the OCC and Resolution Trust Corporation. Mr. Simons graduated from St. John’s University with a Bachelor of Arts in accounting and an MBA from the University of St. Thomas.

  160. The Compensation Committee

    | 82 | 2024 PROXY STATEMENT |

  161. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  162. The Compensation Committee

    Lee M. Smith. Mr. Smith, age 49, is a Senior Executive Vice President and President of Mortgage at Flagstar Bank, a position he assumed in September 2020. In this role, he is responsible for the direction and oversight of all aspects of mortgage, including mortgage sales and originations, capital markets and secondary, mortgage fulfillment operations, mortgage servicing, mortgage finance including warehouse and MSR lending, mortgage banking cash and treasury management services as well as the strategic growth of Flagstar’s mortgage and servicing businesses. He is also responsible for the Bank’s CRA team and the Office of Corporate Responsibility including ESG, DEI and the Flagstar Foundation. Mr. Smith joined Flagstar in 2013 as Executive Vice President and Chief Operating Officer and held that position until his appointment as head of Mortgage. As COO, he played an integral role in the turnaround of Flagstar in addition to his responsibilities for several key business units – including shared services, banking operations, mortgage operations and mortgage servicing – as well as leading Bank strategy, balance sheet and cost optimization, and mergers and acquisitions. Prior to joining Flagstar, Mr. Smith was a partner with MatlinPatterson Global Advisers LLC, a private equity fund based in New York, where he managed a number of portfolio companies across a multitude of industries and sat on various boards. Earlier in his career, he was a senior director at Zolfo Cooper LLC, an advisory and interim management firm. Additionally, he served as a vice president in Ernst & Young’s national restructuring group in both New York and the United Kingdom. He serves on the board of trustees of Cranbrook Schools and sits on both the finance and audit committees of the board of governors and is chairman of the Cranbrook Institute of Science. He is also chairman of the Detroit Local Initiatives Support Corporation, which is dedicated to revitalizing distressed neighborhoods and communities in Detroit and is part of the national LISC network. He is a member of the Institute of Chartered Accountants in England and Wales. DIRECTOR SUCCESSION The Nominating and Corporate Governance Committee periodically reviews with the Board the skills and characteristics appropriate for Board members. The Board seeks diversity in its members with respect to background, skills and expertise, industry knowledge, experience, gender, age, race, and ethnicity. In accordance with our Company’s Bylaws, an individual may not be elected, appointed, or nominated as a Director after December 31 of the year in which an individual attains the age of 75, provided, however, that the Board, by written resolution approved by a majority of the disinterested members of the whole Board, may exclude an incumbent director from such age limitation. The members of the Board are the same members of the Bank’s Board of Directors, each of whom is elected annually by the Board. The Bank’s Bylaws also provide the same age limitation considerations as our Bylaws and, as a result, the Nominating and Corporate Governance Committee of the Bank’s Board discusses and considers such age limitation of all incumbent members each year. In addition, in connection with the March 2024 capital raise transaction, pursuant to their respective Investment Agreements, the Liberty Investors have the right to nominate two representatives to be elected to the Board and the Reverence Investors the right to nominate one representative to be elected to the Board. The Liberty Investors have nominated Steven T. Mnuchin as one of their two director representatives and have not yet nominated a second director representative. The Reverence Investors have nominated Milton Berlinski as their director representative.

  163. The Compensation Committee

    | 2024 PROXY STATEMENT | 83 |

  164. The Compensation Committee

    | PROXY STATEMENT SUMMARY | ENVIRONMENTAL, SOCIAL & GOVERNANCE | SUMMARY OF THE MARCH 2024 CAPITAL RAISE | CORPORATE GOVERNANCE | EXECUTIVE COMPENSATION | STOCKHOLDER PROPOSALS | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES | ADDITIONAL INFORMATION |

  165. The Compensation Committee

    DIRECTORS’ COMPENSATION Our Approach to Director Compensation We compensate our directors with three objectives in mind:

  166. The Compensation Committee

    | • | The director compensation structure should recognize the significant amount of work expected from a director at an institution the size of the Company, taking into account the time commitment necessary to prepare for meetings that cover complex strategic and operational matters and the duration and frequency of such meetings. |

  167. The Compensation Committee

    | • | Director compensation should include a meaningful equity component that helps align the interests of directors with our shareholders and directors are encouraged to retain equity through stock ownership guidelines, subject to regulatory and compliance limitations. |

  168. The Compensation Committee

    | • | The structure of the program must be transparent to shareholders so they can understand the business reasons for specific director compensation decisions. |

  169. The Compensation Committee

    | NON-EMPLOYEE DIRECTORS | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | ALL OTHER COMPENSATION ($)(2) | TOTAL ($) | | Alessandro P. DiNello, Chairman | 250,000 | 150,000 | 50,505 | 450,505 | | Hanif “Wally” Dahya, Presiding Director(3) | 175,000 | 115,000 | 12,051 | 302,051 | | James J. Carpenter(3) | 90,000 | 115,000 | 9,311 | 214,311 | | Leslie D. Dunn(3) | 117,500 | 115,000 | 9,663 | 242,163 | | Toan C. Huynh(3) | 97,500 | 115,000 | 8,070 | 220,570 | | Marshall J. Lux | 125,000 | 115,000 | 9,481 | 249,481 | | Lawrence Rosano, Jr.(3) | 100,000 | 115,000 | 9,663 | 224,663 | | Ronald A. Rosenfeld(3) | 112,500 | 115,000 | 9,664 | 237,164 | | Lawrence J. Savarese(3) | 127,500 | 115,000 | 12,051 | 254,551 | | Peter H. Schoels | 97,500 | 115,000 | 8,070 | 220,570 | | David L. Treadwell(3) | 132,500 | 115,000 | 8,070 | 255,570 | | Robert Wann(3) | 97,500 | 115,000 | 8,070 | 220,570 | | Jennifer R. Whip | 115,000 | 115,000 | 8,070 | 238,070 |