UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐
☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

~~Bridge Bancorp,~~

Dime Community Bancshares, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check ~~the appropriate box)~~all boxes that apply):

☒
☒	No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

~~(1)~~

~~Title of each class of securities to which transaction applies:~~

~~(3)~~

~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth~~

April 14, 2022

Dear Shareholder,

You are cordially invited to attend the ~~amount on which the filing fee is calculated and state how it was determined):~~

~~(4)~~

~~Proposed maximum aggregate value of transaction:~~

~~(5)~~

~~Total fee paid:~~

~~☐ Fee paid previously with preliminary materials.~~

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

~~(1)~~

~~Amount Previously Paid:~~

~~(2)~~

~~Form, Schedule or Registration Statement No.:~~

~~(3)~~

~~Filing Party:~~

~~(4)~~

~~Date Filed:~~

~~BRIDGE BANCORP, INC.~~

~~2200 Montauk Highway, P.O. Box 3005~~

~~Bridgehampton, NY 11932~~

~~April 28, 2020~~

~~Dear Shareholder:~~

~~The~~ Annual Meeting of Shareholders (the “Annual Meeting”) of ~~Bridge Bancorp,~~Dime Community Bancshares, Inc. (the “Company”), which will be held on May 26, 2022 at ~~the offices of our subsidiary, BNB Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Tuesday, June 2, 2020 at 11:~~10:00 a.m.

Eastern Time. This year’s Annual Meeting will be a virtual meeting of shareholders, which will be conducted via live webcast. Shareholders will only be able to participate in the Annual Meeting online, vote shares electronically and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/DCOM2022. Instructions on how to attend the Annual Meeting online and vote shares are described in the accompanying Proxy Statement.

The ~~enclosed~~attached Notice of Annual Meeting of Shareholders and Proxy Statement describe the ~~formal~~ business to be transacted at the Annual Meeting. ~~During the Annual Meeting we will also report~~The Company’s Board of Directors has determined that an affirmative vote on ~~the operations of the Company.Also enclosed for your review is our Annual Report, which contains detailed information concerning the operating activities and financial statements of the Company.~~

~~The business~~each matter to be ~~conducted~~considered at the Annual Meeting ~~consists of the election of four Directors;~~ ~~an advisory (non-binding) vote on executive compensation;~~ and the ratification of the appointment of our Independent Registered Public Accounting Firm for the year ending December 31, 2020. The Board of Directors of the Company unanimously recommends a vote “FOR” the election of Directors, “FOR” the approval of executive compensation, and “FOR” the ratification of the appointment of Crowe LLP as the Company’s Independent Registered Public Accounting Firm.

On behalf of the Board of Directors, we urge you to sign, date and return the enclosed proxy card, or cast your vote electronically, as soon as possible, even if you currently plan to attend the Annual Meeting. Your vote is ~~important, regardless of the number of shares that you own. Thank you for your continued investment in Bridge Bancorp, Inc.~~

~~In light of the ongoing health concerns relating to the Coronavirus~~ ~~Disease 2019 (COVID-19)~~ and to best protect the health of our employees, shareholders and community, we are requesting that shareholders consider the requirements of federal and state governmental agencies when deciding whether or not to attend the Annual Meeting in person this year. Shareholders can call into the following number to listen to the meeting live: 1-844-746-0738. Participants will be asked to join into the Bridge Bancorp BDGE call. We may be required to take further actions to limit attendance at the Annual Meeting if required by appropriate governmental orders and as developments occur.


~~Sincerely,~~

~~Kevin M. O’Connor~~
~~President and Chief Executive Officer~~

~~BRIDGE BANCORP, INC.~~

~~2200 Montauk Highway, P.O. Box 3005~~

~~Bridgehampton, NY 11932~~

~~NOTICE OF ANNUAL MEETING~~

~~TO BE HELD JUNE 2, 2020~~

~~To the Shareholders of Bridge Bancorp, Inc.:~~

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Bridge Bancorp, Inc. will be held at BNB Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Tuesday, June 2, 2020, at 11:00 a.m., for the purpose of considering and voting on the following matters:

~~The election of four Directors to the Company’s Board of Directors, to hold office for a term of three years, and until their successors are elected and qualified;~~

~~An advisory (non-binding) vote to approve our executive compensation as described in the proxy statement;~~

~~The ratification of the appointment of Crowe LLP as the Independent Registered Public Accounting Firm for the Company for the year ending December 31, 2020; and~~

such other business as may properly come before the Annual Meeting or any adjournments thereof. Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, including all adjournments of the Annual Meeting. Only those shareholders of record at the close of business on April 24, 2020 shall be entitled to notice of and to vote at the Annual Meeting.

The Board of Directors believes that the election of the director nominees, the advisory (non-binding) vote to approve executive compensation, and the ratification of the appointment of Crowe LLP as the Company’s Independent Registered Public Accounting Firm, are in the best interests of the Company and its shareholders and unanimously recommends a vote ~~FOR~~ ~~proposals 1, 2,~~“FOR” each of these matters. The directors and 3.

~~EACH SHAREHOLDER IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, OR~~ TO ~~VOTE ELECTRONICALLY AS PROVIDED IN THE INSTRUCTIONS INCLUDED HEREWITH.~~

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 2, 2020 - THIS PROXY STATEMENT AND OUR 2019 ANNUAL REPORT ON FORM 10‑K ARE EACH AVAILABLE AT http://www.edocumentview.com/BDGE.

~~By order~~executive officers of the Company, as well as a representative of Crowe LLP, the accounting firm appointed by the Audit Committee of the Board of Directors

~~Howard H. Nolan~~

~~Senior Executive Vice President, Chief Operating Officer and Corporate Secretary~~

~~April 28, 2020~~

~~Bridgehampton, New York~~

IN LIGHT OF THE ONGOING HEALTH CONCERNS RELATING TO THE CORONAVIRUS DISEASE 2019 (COVID-19) AND TO BEST PROTECT THE HEALTH OF OUR EMPLOYEES, SHAREHOLDERS AND COMMUNITY, WE ARE REQUESTING THAT SHAREHOLDERS CONSIDER THE REQUIREMENTS OF FEDERAL AND STATE GOVERNMENTAL AGENCIES WHEN DECIDING WHETHER OR NOT TO ATTEND THE ANNUAL MEETING IN PERSON THIS YEAR. SHAREHOLDERS CAN CALL INTO THE FOLLOWING NUMBER TO LISTEN TO THE MEETING LIVE: 1-844-746-0738. PARTICIPANTS WILL BE ASKED TO JOIN INTO THE BRIDGE BANCORP BDGE CALL. WE MAY BE REQUIRED TO TAKE FURTHER ACTIONS TO LIMIT ATTENDANCE AT THE ANNUAL MEETING IF REQUIRED BY APPROPRIATE GOVERNMENTAL ORDERS AND AS DEVELOPMENTS OCCUR.

~~BRIDGE BANCORP, INC.~~

~~PROXY STATEMENT~~

~~ANNUAL MEETING OF SHAREHOLDERS~~

~~To Be Held June 2, 2020~~

~~SOLICITATION AND VOTING OF PROXIES~~

~~This Proxy Statement is being furnished to shareholders of Bridge Bancorp, Inc. in connection with the solicitation by the Board of Directors of proxies~~ to be used at the Annual Meeting of Shareholders to be held at BNB Bank (the “Bank”), 2200 Montauk Highway, Bridgehampton, New York 11932, on June 2, 2020 at 11:00 a.m. or any adjournments thereof. The 2019 Annual Report to Shareholders, including the consolidated financial statements for the year ended December 31, 2019, accompanies this Proxy Statement.

Regardless of the number of shares of Common Stock owned, it is important that shareholders be represented by proxy or be present in person at the Annual Meeting. Shareholders are requested to vote by completing the enclosed proxy card and returning it signed and dated in the enclosed envelope, or to vote electronically. Shareholders should indicate their votes in the spaces provided on the proxy card. Proxies solicited by the Board of Directors of the Company will be voted in accordance with the directions given therein. Where no instructions are indicated, executed proxies will be voted ~~FOR~~ ~~the election of the director nominees specified in this Proxy Statement;~~ ~~FOR~~ ~~the approval of executive compensation; and~~ ~~FOR~~ ~~the ratification of Crowe LLP as~~ the Company’s ~~Independent Registered Public Accounting Firm~~independent registered public accounting firm for the year ending December 31, ~~2020.~~

2022, will be present at the Annual Meeting.

On February 1, 2021, we completed the merger of equals transaction between Bridge Bancorp, Inc. and Dime Community Bancshares, Inc. We are proud to report that we integrated the merger transaction seamlessly with minimal customer impact. The Company also delivered on its financial goals as it relates to return on assets, efficiency, and non-interest-bearing deposit growth. As of December 31, 2021, we were ranked number one by deposit market share among community banks with less than $20 billion in assets in Kings, Queens, Nassau and Suffolk Counties, New York. The successful merger is a tribute to the hard work and dedication of our employees.

Going forward, we hope to continue to grow our premier franchise to even greater heights.

On behalf of our Board of Directors ~~knows~~and employees, we thank you for your continued support and hope you participate in our virtual Annual Meeting.

Sincerely yours,



Kenneth J. Mahon Executive Chairman of the Board			Kevin M. O’Connor Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 26, 2022

	WHEN			VIRTUAL MEETING			RECORD DATE
	May 26, 2022 10:00 a.m. Eastern Time			www.virtualshareholdermeeting.com/DCOM2022			March 31, 2022

NOTICE IS HEREBY GIVEN that the Annual Meeting of ~~no additional matters that~~Shareholders (the “Annual Meeting”) of Dime Community Bancshares, Inc. (the “Company”) will be ~~presented for consideration~~held virtually on Thursday, May 26, 2022 at 10:00 a.m. Eastern Time, to consider and vote upon the ~~Annual Meeting. Execution of a proxy, however, confers discretionary authority on the designated proxy holder to vote the shares in accordance with their best judgment~~following:

Proposal		Board Recommendation
1)	The election of 12 directors to the Company’s Board of Directors, to hold office for a term of one year, and until their successors are elected and qualified;	FOR
2)	The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022; and	FOR
3)	Approval, by a non-binding advisory vote, of the compensation of the Company’s Named Executive Officers.	FOR

In addition, we will consider and take action on such other business ~~if any, which~~as may properly come before the Annual Meeting or any ~~adjournments~~adjournment or postponement thereof.

~~A proxy may be revoked at any time prior to its exercise by the filing of written revocation with the Secretary~~ As of the ~~Company, by delivering to~~date hereof, management is not aware of any other such business.

The Board of Directors has fixed March 31, 2022 as the ~~Company a duly executed proxy bearing a later~~record date ~~or by attending~~for the Annual Meeting ~~filing~~and any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. A list of such shareholders will be available upon request for inspection by any shareholder for any lawful purpose germane to the Annual Meeting during the 10 days prior to the Annual Meeting and during the Annual Meeting.

By Order of the Board of Directors

Patricia M. Schaubeck

Corporate Secretary

Hauppauge, New York

April 14, 2022

YOU ARE CORDIALLY INVITED TO ATTEND THE VIRTUAL ANNUAL MEETING. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU OWN. THE BOARD OF DIRECTORS URGES YOU TO VOTE BY INTERNET, TELEPHONE OR MAIL AS SOON AS POSSIBLE. VOTING IN ADVANCE OF THE MEETING WILL NOT PREVENT YOU FROM ATTENDING AND VOTING ELECTRONICALLY DURING THE ANNUAL MEETING IF YOU CHOOSE TO DO SO.

DIME COMMUNITY BANCSHARES, INC.

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 26, 2022

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

We are relying upon a ~~revocation with~~U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to shareholders over the ~~Secretary~~Internet. As a result, beginning on or about April 14, 2022, we sent by mail or e-mail a Notice of Internet Availability of Proxy Materials to certain shareholders, containing instructions on how to access our proxy materials, including our Proxy Statement and ~~voting in person.~~annual report to shareholders, over the Internet and how to attend and vote at the Annual Meeting. Other shareholders received paper copies of our proxy materials. If you received your proxy materials by mail, the Notice of Annual Meeting, Proxy Statement, Proxy Card and annual report to shareholders were enclosed.

Internet availability of our proxy materials is designed to expedite receipt by shareholders and lower the cost and environmental impact of the Annual Meeting. However, if you ~~are~~received such a ~~shareholder whose shares are not registered~~Notice of Internet Availability of Proxy Materials and would prefer to receive paper copies of our proxy materials, please follow the instructions included in ~~your own name,~~the Notice of Internet Availability of Proxy Materials to request paper copies.

If you hold our common stock through more than one account, you may receive multiple copies of these proxy materials and will ~~need appropriate documentation from your record holder~~have to follow the instructions for each in order to vote ~~personally~~all of your shares of our common stock.

The Notice of Annual Meeting, Proxy Statement, annual report to shareholders and sample proxy card are available for review at www.ProxyVote.com. The Notice of Meeting, Proxy Statement and annual report are also available on the ~~Annual Meeting.~~

~~The cost~~Company’s website at www.dime.com. Information on our website is not a part of ~~solicitation~~this Proxy Statement or accompanying materials.

GENERAL INFORMATION

General

This Proxy Statement is being furnished to the shareholders of ~~proxies~~Dime Community Bancshares, Inc. (the “Company,” “we,” “our” or “us”) in ~~the form enclosed herewith will be borne by the Company. In addition to~~connection with the solicitation of proxies by ~~mail, proxies may also be solicited personally, by telephone or by facsimile, by~~the Company’s Board of Directors ~~officers and employees~~from holders of the ~~Company, without additional compensation therefore.~~

shares of the Company’s issued and outstanding common stock, par value $0.01 per share (the “Common Stock”), for use at the virtual Annual Meeting of Shareholders to be held on May 26, 2022 (the “Annual Meeting”) at 10:00 a.m. Eastern Time, and at any adjournment or postponement thereof. This Proxy Statement ~~and the accompanying proxy card are~~and/or a Notice of Internet Availability of Proxy Materials is first being ~~mailed~~sent to shareholders on or about April ~~28,~~ ~~2020.~~

~~COVID-19 PANDEMIC CONSIDERATIONS~~

~~In light~~14, 2022.

Record Date

The Company’s Board of Directors has fixed the ~~ongoing health concerns relating to the Coronavirus~~ ~~Disease 2019 (COVID-19)~~ and to best protect the health of our employees, shareholders and community, we are requesting that shareholders consider the requirements of federal and state governmental agencies when deciding whether or not to attend the Annual Meeting in person this year. Shareholders can call into the following number to listen to the meeting live: 1-844-746-0738. Participants will be asked to join into the Bridge Bancorp BDGE call. We may be required to take further actions to limit attendance at the Annual Meeting if required by appropriate governmental orders and as developments occur.

~~- 1 -~~

~~VOTING SECURITIES~~

The securities which may be voted at the Annual Meeting consist of shares of Common Stock of the Company (the “Common Stock”), with each share entitling its owner to one vote on all matters to be voted on at the Annual Meeting. The close of business on ~~April 24, 2020 has been fixed by the Board of Directors~~March 31, 2022 as the record date ~~(“Record Date”)~~ for the determination of shareholders entitled to notice of, and to vote at, ~~this~~the Annual Meeting ~~or any adjournments thereof. The total number~~(the “Record Date”). Accordingly, only shareholders of record at the close of business on March 31, 2022 will be entitled to vote at the Annual Meeting. There were 39,459,909 shares of Common Stock outstanding on the Record Date.

Why A Virtual Meeting

We are pleased to conduct the Annual Meeting solely online via the Internet through a live webcast and online shareholder tools. Given the lingering health concerns related to COVID-19, we believe it important for the safety of shareholders and all of our constituents to participate fully from a remote location. We have designed the virtual format for ease of shareholder access and participation. Shareholders may vote and submit questions online during the meeting by following the instructions below.

Annual Meeting Admission and Participation

You are entitled to attend and participate in the Annual Meeting only if you were a Company shareholder as of the Record Date ~~was 19,721,892 shares.~~ or if you hold a valid proxy for the Annual Meeting. If you plan to attend the Annual Meeting online, please be aware of what you will need to gain admission as described herein. If you do not comply with the procedures described herein for attending the Annual Meeting online, you will not be able to participate in the Annual Meeting. Shareholders may participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/DCOM2022. To attend online and participate in the Annual Meeting, shareholders of record will need to use their control number on their Notice of Internet Availability of Proxy Materials or proxy card. Beneficial shareholders

who do not have a control number may gain access to the Annual Meeting by logging into their brokerage firm’s website and selecting the shareholder communications mailbox to link through to the Annual Meeting. Instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee.

We encourage you to access the Annual Meeting prior to the start time. Please allow ample time for online check-in, which will begin at 9:45 a.m. Eastern Time. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page. Shareholders may submit questions live during the meeting. Shareholders can also access copies of the Proxy Statement and annual report on the website.

SOLICITATION AND VOTING OF PROXIES

Voting During the Meeting

Whether you are a shareholder of record or a beneficial shareholder, you may direct how your shares are voted without participating in the Annual Meeting. We encourage shareholders to vote well before the Annual Meeting, even if they plan to attend the Annual Meeting, by completing proxies online or by telephone, or, if they received printed copies of these materials, by mailing their proxy cards. Shareholders can vote via the internet in advance of or during the Annual Meeting. Shareholders who attend the virtual Annual Meeting can vote during the meeting while the polls are open by clicking on the “Vote” button at www.virtualshareholdermeeting.com/DCOM2022 or submit questions during the Annual Meeting in the text box. Even if you plan to participate in the meeting, we recommend that you vote in advance by proxy, in case you later change your mind and determine not to participate in the meeting.

Voting Rights

Each holder of Common Stock on the Record Date will be entitled to one vote at the Annual Meeting for each share held on the Record Date. You may vote your shares of Common Stock in advance of the meeting by marking and signing your Proxy Card and returning it in the enclosed postage-paid envelope, by telephone or internet by following the instructions stated on your Notice of Internet Availability of Proxy Materials or Proxy Card or by attending and voting via the internet during the Annual Meeting. All properly executed proxies received by the Company on or before 11:59 p.m. Eastern Time on May 25, 2022 will be voted in accordance with the instructions indicated thereon. If no instructions are given, executed proxies will be voted FOR the election of each of the nominees for director, FOR the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022, and FOR the approval of compensation of the Company’s Named Executive Officers (as defined herein).

Management is not aware of any matters other than those set forth in the Notice of Annual Meeting of Shareholders that may be brought before the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named in the proxy will vote the shares represented by all properly executed proxies on such matters in such manner as shall be determined by a majority of the Company’s Board of Directors.

Quorum and Vote Required

If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of directors and with respect to the advisory proposal regarding the compensation of our Named Executive Officers. Current regulations restrict the ability of your bank or broker to vote your uninstructed shares in the election of directors and other matters on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote with respect to the election of directors or the advisory vote regarding the compensation of our Named Executive Officers, no votes will be cast on your behalf. These are referred to as “broker non-votes.” Your bank or broker does, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of our independent registered public accounting firm.

The presence ~~in person~~by proxy or ~~by proxy,~~attendance via webcast at the Annual Meeting of the holders of at least a majority of the total number of ~~issued and outstanding~~ shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a ~~quorum at this Annual Meeting. In~~quorum. Abstentions and broker non-votes will be counted as present for the ~~event there are not sufficient votes for~~purpose of determining whether a quorum ~~or to approve or ratify any matter being presented~~is present.

Directors are elected by a plurality of the votes cast at ~~the time of this Annual Meeting,~~ the Annual Meeting, without regard to broker non-votes or proxies as to which authority to vote for a nominee is marked “WITHHOLD.” Shareholders may not vote their shares cumulatively for the election of directors.

Proposals 2 and 3 require the affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to broker non-votes or proxies marked “ABSTAIN.”

Although the advisory vote on the compensation of Named Executive Officers (Proposal 3) is non-binding as provided by law, the Company’s Board of Directors will review the results of the vote and consider them in making future determinations concerning executive compensation.

Revocability of Proxies

A proxy may be ~~adjourned~~revoked at any time before it is voted by filing a written revocation of the proxy with the Company’s Corporate Secretary at 898 Veterans Memorial Highway, Suite 560, Hauppauge, New York 11788 or by submitting a duly executed proxy bearing a later date. A proxy also may be revoked by voting at the Annual Meeting.

Solicitation of Proxies

The Company will bear the costs of soliciting proxies from its shareholders. In addition to the use of mail, proxies may be solicited by officers, directors or employees of the Company or its wholly-owned subsidiary Dime Community Bank (the “Bank”) by telephone or other forms of communication. The Company will also request persons, firms and corporations holding shares in ~~order~~their names or in the names of their nominees, which are beneficially owned by others, to ~~permit~~send proxy materials to, and obtain proxies from, such beneficial owners, and will reimburse such holders for reasonable expenses incurred in connection therewith. The Company has hired Alliance Advisors to assist us in soliciting proxies and has agreed to pay a fee of $7,500 for their services.

Interests of Directors and Management in Certain Proposals

Shareholders will be asked to cast a non-binding advisory vote on Proposal 3 regarding compensation of the ~~further solicitation~~Company’s Named Executive Officers. The result of ~~proxies.~~such vote may influence future compensation decisions. As a result, the Company’s senior executives have personal interests in the outcome of this proposal that are different from the interests of the Company’s other shareholders. The Board was aware of these interests and took them into account in recommending that the shareholders vote in favor of Proposal 3.

Director Attendance at Annual Meetings

Although it has no official policy, the Board of Directors considers attendance at shareholder meetings a priority. All of the Company’s directors attended the Annual Meeting of Shareholders held on May 27, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

Principal Shareholders of the Company

Persons and groups who beneficially own in excess of five percent of the Common Stock are required to file certain reports with the Company and the U.S. Securities and Exchange Commission (“SEC”) regarding such beneficial ownership. The following table sets forth, as of ~~April 24, 2020,~~the Record Date, certain information as to the shares of Common Stock owned by persons who beneficially own more than five percent of the issued and outstanding shares of Common Stock. We know of no persons, except as listed below, who beneficially owned more than five percent of the outstanding shares of Common Stock as of ~~April 24, 2020.~~

Number of Shares Owned

Percentage of

Name and Address

and Nature of Beneficial

Outstanding

of Beneficial Owner

Ownership

Shares

T. Rowe Price Associates, Inc.

100 E. Pratt Street

2,448,337
(1)
12.4
%
Baltimore, MD 21202

Basswood Capital Management L.L.C.

645 Madison Avenue, 10th Floor

2,308,900
(2)
11.7
%
New York, NY 10022

BlackRock, Inc.

55 East 52nd Street

1,186,771
(3)
6.0
%
New York, NY 10055

the Record Date. Except for the column titled “Percent of Outstanding Shares,” and as otherwise indicated, the information provided in the table was obtained from filings with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Addresses provided are those listed in the filings as the address of the person authorized to receive notices and communications. For purposes of the table below and the table set forth under “Security Ownership of Management,” in accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of Common Stock: (1) over which he or she has or shares, directly or indirectly, voting or investment power, and (2) of which he or she has the right to acquire beneficial ownership at any time within 60 days of March 31, 2022. As used herein, “voting power” includes the power to vote, or direct the voting of, Common Stock and “investment power” includes the power to dispose, or direct the disposition, of such shares. Unless otherwise noted, each beneficial owner has sole voting and sole investment power over the shares beneficially owned.

~~(1)~~ Name and Address of Beneficial Owner	Number of Shares Owned and Nature of Beneficial Ownership	Percent of Outstanding Shares⁽⁵⁾
BlackRock, Inc. 55 East 52^nd Street New York, NY 10055	5,511,788⁽¹⁾	14.0%
Basswood Capital Management, L.L.C. 645 Madison Avenue, 10th Floor New York, NY 10022	3,395,452⁽²⁾	8.6%
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202	2,742,599⁽³⁾	6.9%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	2,078,672⁽⁴⁾	5.3%

(1)	Represents the total shares of Common Stock ~~collectively~~ beneficially owned by ~~T. Rowe Price Associates,~~Blackrock, Inc. ~~and certain other reporting persons~~ as described in the Schedule 13G/A filed ~~jointly~~ on ~~February 14, 2020~~January 27, 2022 with the SEC.

(2)

~~(2)~~

Represents the total shares of Common Stock collectively beneficially owned by Basswood Capital Management, ~~L.L.C.,~~LLC, Matthew Lindenbaum, Bennett Lindenbaum and certain other ~~reporting persons.~~

persons as disclosed in the Schedule 13D/A filed on February 8, 2021 with the SEC and as otherwise disclosed to the Company.

(3)	Represents the total shares of Common Stock beneficially owned by T. Rowe Price Associates, Inc. as described in the Schedule 13G/A filed on February 14, 2022 with the SEC.

(4)	Represents the total shares of Common Stock beneficially owned by The Vanguard Group as described in the Schedule 13G filed on February 9, 2022 with the SEC.

(5)	Based on the 39,459,909 total shares outstanding as of March 31, 2022.

TABLE OF CONTENTS

Security Ownership of Management

The following table sets forth information as of the Record Date with respect to the shares of Common Stock beneficially owned by each of the Company’s directors and the principal executive officer, principal financial officer and three most highly compensated executive officers (other than the principal executive and principal financial officer) of the Company (the “Named Executive Officers”), certain other executive officers, and all of the Company’s directors and executive officers as a group. Except as otherwise indicated, each person and each group shown in the table has sole voting and investment power with respect to the shares of Common Stock indicated.

The Company’s Insider Trading and Confidentiality of Information Policy prohibits directors and executive officers from pledging Common Stock as collateral for any loan.

~~(3)~~ Name of Beneficial Owner	Position	Number of Shares Owned and Nature of Beneficial Ownership⁽¹⁾	Percent of Outstanding Shares⁽²⁾
Kenneth J. Mahon	Director, Executive Chairman of the Board	346,388⁽³⁾	*
Marcia Z. Hefter	Director, Lead Director of the Board	123,767⁽⁴⁾	*
Rosemarie Chen	Director	10,811⁽⁵⁾	*
Michael P. Devine	Director	440,154⁽⁶⁾	1.1%
Matthew A. Lindenbaum	Director	3,257,170⁽⁷⁾	8.3%
Albert E. McCoy, Jr.	Director	175,147⁽⁸⁾	*
Raymond A. Nielsen	Director	34,237⁽⁹⁾	*
Kevin M. O’Connor	Director, Chief Executive Officer	332,870⁽¹⁰⁾	*
Vincent F. Palagiano	Director	590,547⁽¹¹⁾	1.5%
Joseph J. Perry	Director	52,358⁽¹²⁾	*
Kevin Stein	Director	18,296⁽¹³⁾	*
Dennis A. Suskind	Director	85,384⁽¹⁴⁾	*
Stuart H. Lubow	President and Chief Operating Officer	254,985⁽¹⁵⁾	*
Avinash Reddy	Senior Executive Vice President and Chief Financial Officer	43,617⁽¹⁶⁾	*
Conrad J. Gunther	Senior Executive Vice President and Chief Lending Officer	69,203⁽¹⁷⁾	*
Patricia M. Schaubeck	Executive Vice President and General Counsel	26,361⁽¹⁸⁾	*
All directors and executive officers as a group (24 persons)		6,050,563⁽¹⁹⁾	15.3%

*	Represents less than 1%

(1)	Includes shares as to which a person (or his/her spouse) directly or indirectly has or shares voting power and/or investment power (which includes the power to dispose).

(2)	Based on the 39,459,909 total shares outstanding as of March 31, 2022 and the 65,142 shares such person(s) has the right to acquire within 60 days of March 31, 2022.

(3)	Includes 2,608 time-vested restricted stock awards over which Mr. Mahon has voting power.

(4)	Includes 2,333 time-vested restricted stock awards over which Ms. Hefter has voting power.

(5)	Includes 2,127 time-vested restricted stock awards over which Ms. Chen has voting power.

(6)	Includes 1,784 time-vested restricted stock awards over which Mr. Devine has voting power.

(7)

Includes the total shares of Common Stock collectively beneficially owned by ~~Blackrock, Inc.~~Matthew Lindenbaum and Basswood Capital Management, LLC, with respect to which Mr. Lindenbaum serves as Principal Managing Member and Portfolio Manager. As described in the Schedule ~~13G/~~13D/A filed on February ~~5, 2020~~8, 2021 with the ~~SEC.~~

SEC with respect to the Company’s Common Stock, each of Basswood Capital Management, L.L.C., Matthew Lindenbaum and Bennett Lindenbaum may be deemed to be part of a “group” with such other reporting persons. Includes 1,784 time-vested restricted stock awards over which Mr. Lindenbaum has voting power.

(8)	Includes 1,990 time-vested restricted stock awards over which Mr. McCoy, Jr. has voting power.

~~VOTING PROCEDURES AND METHOD OF COUNTING VOTES~~

As to the election of Directors, the proxy card being provided by the Board of Directors enables a shareholder to vote “FOR” the election of the nominees proposed by the Board of Directors, or to “WITHHOLD AUTHORITY” to vote for all or any of the nominees being proposed. Directors are elected by a plurality of votes cast, without regard to either broker non-votes, or proxies as to which authority to vote for the nominees being proposed is withheld.

~~- 2 -~~

As to the advisory vote for the approval of the compensation paid to our named executive officers (“NEOs”), and the ratification of Crowe LLP as our Independent Registered Public Accounting Firm, by checking the appropriate box, a shareholder may: (i) vote “FOR” the item; (ii) vote “AGAINST” the item; or (iii) “ABSTAIN” from voting on such item. The approval of these matters will be determined by a majority of the votes cast, without regard to broker non-votes, or proxies marked “ABSTAIN.”

~~Proxies solicited hereby will be returned to the Company, and will be tabulated by inspectors of election designated by the Board of Directors.~~

TABLE OF CONTENTS

~~- 3 -~~

(9)	Includes 1,990 time-vested restricted stock awards over which Mr. Nielsen has voting power.

(10)	Includes 70,133 time-vested restricted stock awards over which Mr. O’Connor has voting power and 65,142 vested stock options that are currently exercisable.

(11)	Includes 1,784 time-vested restricted stock awards over which Mr. Palagiano has voting power.

(12)	Includes 2,127 time-vested restricted stock awards over which Mr. Perry has voting power.

(13)	Includes 2,127 time-vested restricted stock awards over which Mr. Stein has voting power.

(14)	Includes 1,990 time-vested restricted stock awards over which Mr. Suskind has voting power.

(15)	Includes 36,970 time-vested restricted stock awards over which Mr. Lubow has voting power.

(16)	Includes 17,877 time-vested restricted stock awards over which Mr. Reddy has voting power.

(17)	Includes 17,384 time-vested restricted stock awards over which Mr. Gunther has voting power.

(18)	Includes 11,237 time-vested restricted stock awards over which Ms. Schaubeck has voting power.

(19)	Includes 176,245 shares of time-vested restricted stock awards over which the directors/executive officers have voting power and 189,266 shares of executive management not listed above.

TABLE OF CONTENTS

PROPOSAL ~~I -~~1. — ELECTION OF DIRECTORS

General

The Company’s Board of Directors currently consists of twelve (12) members. ~~The Board is divided into three equal classes (Class A, B, and C).~~ Each year ~~one class of Directors~~each director is elected to serve for a ~~three-year~~one-year term and until their respective successors shall have been elected and qualified.

The Board of Directors has nominated ~~Charles I. Massoud, Raymond A. Nielsen, Kevin M. O’Connor and Thomas J. Tobin for election as Class C Directors, each~~the following directors to serve on the Board for a term to expire at the 2023 annual meeting of ~~office expiring in 2023,~~shareholders.

The business experience of each of the Company’s directors nominated to be elected as directors, as well as the qualifications, attributes and ~~until their successors~~skills that led the Board of Directors to conclude that each director should serve on the Board are ~~elected and qualified.~~ as follows:


Kenneth J. Mahon Age: 71 Director since: 2021			Mr. Mahon was named Executive Chairman of the Board of Directors simultaneously with the closing of the merger between Bridge Bancorp, Inc. (“Legacy Bridge”) and Dime Community Bancshares, Inc. (“Legacy Dime”) on February 1, 2021. He was a director of Legacy Dime and Dime Community Bank (“DCB”) since 2002 and served as Chief Executive Officer beginning in 2017. He joined The Dime Savings Bank of Williamsburgh, predecessor to DCB, in 1980, as assistant comptroller. He was elected as a director in 1998. Mr. Mahon has served on the Board of the Federal Home Loan Bank of New York since 2017. Mr. Mahon’s extensive knowledge of the community banking industry, as well as his experience with Legacy Dime and DCB, provide valuable resources to the Board.


Marcia Z. Hefter Age: 78 Director since: 1989			Ms. Hefter was appointed Lead Director of the Board of Directors effective with the closing of the merger between Legacy Bridge and Legacy Dime on February 1, 2021. Ms. Hefter has been a director of the Company since 1989 and served as Legacy Bridge’s Board Chairperson since 2008. She is senior counsel in the law firm Esseks, Hefter, Angel, Di Talia & Pasca, LLP located in Riverhead, New York. Ms. Hefter’s background as a lawyer and long-standing service as a director provides the Board of Directors with a unique perspective and counsel in its oversight of the Company.


Rosemarie Chen Age: 55 Director since: 2021			Ms. Chen was appointed a director of the Company effective with the closing of the merger between Legacy Bridge and Legacy Dime on February 1, 2021. She previously served as a director of Legacy Dime and DCB since 2017. Ms. Chen is currently the Global Financial Services Practice Leader at Willis Towers Watson, a global advisory, broker, and solutions company where she has advised companies on strategic human capital issues along with leading initiatives relating to Fintech since 2016. Prior to joining Willis Towers Watson, Ms. Chen held senior executive roles with Deloitte Consulting (Senior Manager - 2013 to 2016) and Aon Hewitt/McLagan Partners (Head of US Infrastructure Services and Support - 2003 to 2012). Ms. Chen’s more than 20 years of experience in working across human capital management and technology in support of aligning business strategies with talent solutions are valuable resources to the Board.

TABLE OF CONTENTS


Michael P. Devine Age: 75 Director since: 2021			Mr. Devine was appointed a director of the Company effective with the closing of the merger between Legacy Bridge and Legacy Dime on February 1, 2021. He previously served as a director of Legacy Dime since 1995, a director of DCB since 1980 and as Vice Chairman of the Boards of both Legacy Dime and DCB since 2014. Mr. Devine served as President of Legacy Dime and DCB from 1997 to his retirement in 2015, after serving as Chief Operating Officer of Legacy Dime from its inception in 1995 to 2014, and of DCB from 1989 to 2014. Mr. Devine’s in-depth knowledge of the banking industry and Legacy Dime, obtained from his lifelong career in the industry, make him qualified to serve on the Board.


Matthew A. Lindenbaum Age: 59 Director since: 2018			Mr. Lindenbaum is Principal, Managing Member and Portfolio Manager of Basswood Capital Management, LLC. He has been a director of the Company since 2018. Mr. Lindenbaum previously served as Vice Chairman of Community National Bank and was a director at Community National Bank from 2005 to 2015. He has also served as a director of Hudson Valley Holding Corp from 2014 to 2015. Mr. Lindenbaum is an experienced investor in community banks and his investor background and experience along with his service on the Boards of Directors of other community banks are considered valuable attributes for service on the Board.


Albert E. McCoy, Jr. Age: 58 Director since: 2008			Mr. McCoy is President of W. F. McCoy Petroleum Products Inc. and a partner in Blue Light Energy located in Bridgehampton, New York. He has been a director of the Company since 2008. As a local businessman, Mr. McCoy brings to the Board of Directors an extensive knowledge of local markets and the communities served by the Company which gives him unique insights into the Company’s lending challenges and opportunities.


Raymond A. Nielsen Age: 71 Director since: 2013			Mr. Nielsen is a director of CVD Equipment Corp. and has been a director of the Company since 2013. He previously served as the Director of Finance for the Beechwood Organization and is the former Chief Executive Officer of Reliance Federal Savings Bank and Herald National Bank. Mr. Nielsen also served as a director of North Fork Bancorporation and its subsidiary, North Fork Bank, for 6 years where he chaired the Compensation and Audit Committees and also served as lead independent director. Mr. Nielsen’s extensive banking and real estate development experience and knowledge of the communities served by the Company, provides a valuable resource to the Board of Directors.

TABLE OF CONTENTS


Kevin M. O’Connor Age: 59 Director since: 2007			Mr. O’Connor, a Certified Public Accountant, is Chief Executive Officer of the Company. Prior to the merger between Legacy Bridge and Legacy Dime on February 1, 2021, Mr. O’Connor was President and Chief Executive Officer of Legacy Bridge. He joined Legacy Bridge in October 2007 as President and Chief Executive Officer Designee and director. In 2008, he became President and Chief Executive Officer. Prior to joining Legacy Bridge, Mr. O’Connor served as Executive Vice President and Treasurer of North Fork Bancorporation, Inc. from 1997 through 2007. Mr. O’Connor’s background and extensive banking experience provides a valuable resource to the Board of Directors.


Vincent F. Palagiano Age: 81 Director since: 2021			Mr. Palagiano was appointed a director of the Company effective with the closing of the merger between Legacy Bridge and Legacy Dime on February 1, 2021. Mr. Palagiano previously served as Chairman of the Board of Legacy Dime since its formation in 1995 and of DCB since 1989. He served as Chief Executive Officer of both Legacy Dime and DCB from 1989 to his retirement in 2016. Prior to Mr. Palagiano’s appointment as Chief Executive Officer, he served as President of both Legacy Dime and DCB. Mr. Palagiano’s knowledge of Legacy Dime and its markets, obtained from his lifelong career with DCB, provides the Board of Directors with valuable insights.


Joseph J. Perry Age: 55 Director since: 2021			Mr. Perry was appointed a director of the Company effective with the closing of the merger between Legacy Bridge and Legacy Dime on February 1, 2021. He previously served as a director of Legacy Dime and DCB since 2005. Mr. Perry is currently a partner at Marcum LLP, a public accounting and consulting firm headquartered in New York, New York, where he has served as the Tax and Business Services Leader since 2006 and is a member of the Firm’s Executive Committee. Prior to joining Marcum LLP, Mr. Perry was a tax partner at one of the leading “Big 5” accounting firms and provided services to several financial services companies throughout the New York metropolitan area. Mr. Perry is a member of the American Institute of Certified Public Accountants and the New York State Society of Public Accountants. Mr. Perry’s more than 30 years of tax and accounting experience in the financial services industry are valuable resources to the Board.


Kevin Stein Age: 60 Director since: 2021			Mr. Stein was appointed as a director of the Company effective with the closing of the merger between Legacy Bridge and Legacy Dime on February 1, 2021. Mr. Stein is currently Chief Executive Officer of EJF Acquisition Corp. and a Senior Managing Director of EJF Capital LLC. Prior to joining EJF Capital, Mr. Stein was CEO of Resolution Analytica Corporation since co-founding the business in 2017. Mr. Stein was a Senior Managing Director of KCK-US, Inc., a family-controlled private equity firm from 2016 through 2017, Managing Director of Financial Institutions Investment Banking with Barclays from 2011 through 2016, and Partner and Head of Depository Investment Banking at FBR & Co. from 2004 through 2011. Prior to joining FBR & Co., Mr. Stein served as an executive of GreenPoint Financial Corporation, and prior thereto was an Associate Director of the Federal Deposit Insurance Corporation. Since February 2019, Mr. Stein is a member of the Board of Directors of Ocwen Financial Corporation. Mr. Stein’s more than 30 years of experience in finance and banking, and his banking regulatory knowledge, make him qualified to serve as a director.

TABLE OF CONTENTS


Dennis A. Suskind Age: 79 Director since: 2002			Mr. Suskind is a retired General Partner of Goldman Sachs & Co. and has been a director of the Company since 2002. Mr. Suskind is a director of the Chicago Mercantile Exchange and serves as a member on its Audit, Nominating and Governance, and Executive Committees, and is Chairperson of its Risk Committee. His considerable experience in investment banking, capital markets, and his service on the Board of Directors of another publicly traded company are valuable assets to the Board of Directors.

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

~~- 4 -~~

Information as to Nominees

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

The ~~following table sets forth certain information,~~Board has determined that, except as ~~of April 24, 2020, regarding the Board of Directors~~to Mr. Mahon and ~~each NEO identified in the summary compensation table included elsewhere in this Proxy Statement.~~

Shares of


Common Stock of

the Company

Director of the Company

Beneficially

Name and Age

Position Held

Since

Owned(1)

Percent

Nominees for Director









Class C (term to expire in 2023)







Charles I. Massoud
Age 75

Director

2002

23,741

*

Raymond A. Nielsen
Age 69

Director

2013

11,694

*

Kevin M. O’Connor
Age 57

President and Chief Executive Officer, Director

2007

171,250
(2)
*

Thomas J. Tobin
Age 75

Director

1989

21,511

*

Continuing Directors

Class A (term to expire in 2021)



Dennis A. Suskind
Age 77

Director, Vice Chairman of the Board

2002

67,683

*

Albert E. McCoy, Jr.
Age 56

Director

2008

145,850

*

Christian C. Yegen
Age 76

Director

2015

99,684

*

Matthew Lindenbaum
Age 57

Director

2018

2,306,943
(3)
11.7
%

Class B (term to expire in 2022)

Marcia Z. Hefter
Age 76

Director, Chairperson of the Board

1989

91,542

*

Emanuel Arturi
Age 74

Director

2008

28,926

*

Rudolph J. Santoro
Age 75

Director

2009

23,365

*

Daniel Rubin
Age 71

Director

2015

84,255
(4)
*







Executive Officers

who are not Directors

Howard H. Nolan
Age 59

Senior Executive Vice President, Chief Operating Officer and Corporate Secretary

63,984
(5)
*

Kevin L. Santacroce
Age 51

Executive Vice President and Chief Lending Officer

38,480
(6)
*

John M. McCaffery
Age 55

Executive Vice President, Chief Financial Officer and Treasurer

31,754
(7)
*

James J. Manseau
Age 56

Executive Vice President and Chief Retail Banking Officer

43,095
(8)
*

All Directors, Director nominees and Executive Officers as a Group (16 persons)



3,253,756
(9)
16.5
%

*Represents less than 1%

~~- 5 -~~

~~(1)~~

Includes shares as to which a person (or his/her spouse) directly or indirectly has or shares voting power and/or investment power (which includes the power to dispose) and all shares which the person has a right to acquire within 60 days of the reporting date. See “Stock Ownership Guidelines” included in the Compensation Discussion and Analysis.

~~(2)~~

Includes 13,636 shares of restricted stock subject to future vesting but as to which voting may currently be directed, and 18,929 shares that can be acquired through the exercise of vested stock options.

~~(3)~~

Represents the total shares of Common Stock collectively beneficially owned by Matthew Lindenbaum and Basswood Capital Management, LLC, with respect to which Mr. Lindenbaum serves as a Principal, Managing Member and Portfolio Manager. As described in the Schedule 13D/A filed on December 18, 2017 with the SEC with respect to the Company’s Common Stock, each of Basswood Capital Management, LLC, Matthew Lindenbaum and Bennett Lindenbaum may be deemed to be part of a “group” with such other reporting persons. As of April 24, 2020, the group collectively beneficially own 2,308,900 shares of the Company’s Common Stock.

~~(4)~~

~~Director Rubin had pledged 15,489 shares of Common Stock as additional collateral for a loan.~~

~~(5)~~

Includes 4,190 shares of restricted stock subject to future vesting but as to which voting may currently be directed, and 8,679 shares that can be acquired through the exercise of vested stock options.

~~(6)~~

Includes 3,959 shares of restricted stock subject to future vesting but as to which voting may currently be directed, and 8,526 shares that can be acquired through the exercise of vested stock options.

~~(7)~~

Includes 3,623 shares of restricted stock subject to future vesting but as to which voting may currently be directed, and 8,526 shares that can be acquired through the exercise of vested stock options.

~~(8)~~

Includes 3,623 shares of restricted stock subject to future vesting but as to which voting may currently be directed, and 8,021 shares that can be acquired through the exercise of vested stock options.

~~(9)~~

Includes 29,041 shares of restricted stock subject to future vesting but as to which voting may currently be directed, and 52,681 shares that can be acquired through the exercise of vested stock options.

The business experience of each of the Company’s directors, NEOs and persons nominated to be elected as directors, as well as the qualifications, attributes and skills that led the Board of Directors to conclude that each director should serve on the Board are as follows:

~~Directors~~

~~Marcia Z. Hefter~~

Ms. Hefter is senior counsel in the law firm Esseks, Hefter, Angel, Di Talia & Pasca, LLP located in Riverhead, New York. She is Chairperson of the Company’s Board of Directors and serves on the Compensation Committee. Ms. Hefter has been a Director of the Company since 1989 and a Director of the Bank since 1988. Ms. Hefter is a graduate of Boston University and New York University School of Law. Ms. Hefter’s background as a lawyer and long standing service as a Director provides the Board of Directors with a unique perspective and counsel in its oversight of the Company.

~~Dennis A. Suskind~~

Mr. Suskind is a retired General Partner of Goldman Sachs & Co. He is Vice Chairperson of the Company’s Board of Directors and serves on the Audit Committee as a financial expert and as Chairperson of the Risk Committee and Corporate Governance and Nominating Committees. He has been a Director of the Company since 2002. Mr. Suskind is also a Director of the Chicago Mercantile Exchange and serves as a member on its Audit, Compensation, Finance, and Executive Committees and is Chairperson of its Risk Committee. Mr. Suskind is also a board member of Navistar Corporation and the Chairperson of its Compensation Committee. His considerable experience in investment banking, capital markets and his service on the Board of Directors of another large publicly traded company are valuable to the Board of Directors in many ways, including its assessment of the Company’s sources and uses of capital.

~~Emanuel Arturi~~

Mr. Arturi is a retired Executive Vice Chairman of Knowledgent Group Inc., a business and technology consulting company. Mr. Arturi previously was co-founder of BusinessEdge Solutions Inc., a national consulting firm specializing in financial services, communications and life science industries. He was appointed to the Company’s Board in January 2008 and is Chairperson of the Compensation Committee. He is a graduate of Montclair State University and Fairleigh Dickinson University. Mr. Arturi’s business and technology experience and ~~familiarity with the communities served by the Company~~ ~~provide a broad business perspective to the Board of Directors.~~

~~- 6 -~~

~~Matthew Lindenbaum~~

Mr. Lindenbaum is Principal, Managing Member and Portfolio Manager of Basswood Capital Management, LLC. Mr. Lindenbaum previously served as Vice Chairman of Community National Bank (“CNB”) and was a director at CNB from 2005 to 2015. He has also served as a Director of Hudson Valley Holding Corp from 2014 to 2015. Mr. Lindenbaum is an experienced investor in community banks and his investor background and experience along with his service on the Board of Directors of other community banks are considered valuable attributes for service on the Board.

~~Charles I. Massoud~~

Mr. Massoud is President of Paumanok Vineyards located in Aquebogue, New York and President of Palmer Winery LTD. located in Riverhead, New York. Mr. Massoud serves as a member of the Audit Committee and Corporate Governance and Nominating Committee, the Chairperson of the Loan Approval Committee, and has served as a Director of the Company since 2002. Mr. Massoud is a graduate of the Wharton School of the University of Pennsylvania and worked for IBM for nearly 20 years as a marketing executive. Mr. Massoud’s extensive knowledge of local markets, educational background, and business experience benefits the Board of Directors in its oversight of strategic planning and business development.

~~Albert E. McCoy, Jr.~~

Mr. McCoy is President of W. F. McCoy Petroleum Products Inc. and the McCoy Bus Company located in Bridgehampton, New York. Mr. McCoy is a member of the Compensation Committee and has served as a Director since April 2008. He is a graduate of George Washington University and a long standing shareholder of the Company. Mr. McCoy brings to the Board of Directors an extensive knowledge of local markets and the communities served by the Company which gives him unique insights into the Company’s lending challenges and opportunities.

~~Raymond A. Nielsen~~

Mr. Nielsen is a Director of CVD Equipment Corp. He previously served as the Director of Finance for the Beechwood Organization responsible for Project and Corporate Finance including Strategic Planning Initiatives. Mr. Nielsen is the former CEO of Reliance Federal Savings Bank, Herald National Bank, and a 45 year veteran of the banking industry. Mr. Nielsen is a member of the Compensation Committee and has served as a Director since November 2013. Mr. Nielsen also served as a director of North Fork Bancorporation and its subsidiary North Fork Bank for 6 years where he chaired the Compensation and Audit Committees and also served as lead independent director. Mr. Nielsen’s extensive banking and real estate development experience and knowledge of the communities served by the Company, provides a valuable resource to the Board of Directors.

~~Daniel Rubin~~

~~Mr. Rubin was a former~~O’Connor, each member of the Board ~~of Directors of Community National Bank (“CNB”) who was appointed to~~is an “independent director” within the ~~Board in June 2015. Mr. Rubin is a founding Board Member~~meaning of the former Community State Bank of Teaneck, New Jersey. His business experience includes Board Chairmanship of two New York Stock Exchange companies, and many private business ventures. Mr. Rubin is a Board Member and past Presidentcorporate governance listing standards of the ~~United Jewish Appeal of Northern New Jersey; past President and Trustee~~Nasdaq Stock Market. Mr. Mahon is not considered independent because he received a transaction bonus in connection with the completion of the ~~JCC on the Palisades~~merger between Legacy Bridge and Legacy Dime in Tenafly, New Jersey; a former Board Member of Englewood Hospital and Medical Center in Englewood, New Jersey; and current Chairman of the National Coalition supporting Eurasian Jews. Mr. Rubin brings to the Board of Directors an extensive knowledge of the New York City and New Jersey real estate markets and the communities served by the Company which gives him unique insights into the Company’s lending challenges and opportunities.

~~Rudolph J. Santoro~~

Mr. Santoro is a retired Partner of Deloitte LLP, where he served as a National Industry Director of the Publishing and Media Industry. Mr. Santoro was appointed to the Board in June 2009 and serves as the Chairperson of the Audit Committee. Mr. Santoro is a graduate of Long Island University and is a Certified Public Accountant with approximately 38 years of public accounting experience. He also serves as Vice President of the Suffolk County Council of the Boy Scouts of America and as an Emeritus Board Member of Big Brother/Big Sisters of New York City. Mr. Santoro’s background in public accounting enhances the Board of Director’s oversight of financial reporting and disclosure issues.

~~- 7 -~~

~~Thomas J. Tobin~~

~~Mr. Tobin retired as President Emeritus and Special~~ ~~Advisor to the Board on March 2, 2010. Prior to January 1, 2008,~~ Mr. Tobin was President and Chief Executive Officer, a position he held for 21 years. Mr. Tobin has served as a Director of the Company since 1989 and as a Director of the Bank since 1986. Mr. Tobin’s former position as President and Chief Executive Officer of the Company, extensive banking experience and knowledge of the communities served by the Company, provides a valuable resource to the Board of Directors.

~~Christian C. Yegen~~

~~Mr. Yegen~~ ~~was a former member of the Board of Directors of CNB who was appointed to the Board in June 2015. Mr. Yegen~~ was also on the board of the former Community State Bank of Teaneck, New Jersey. His diverse business experience includes 16 years as the Chairman of Yegen Holdings Corp., which was eventually sold to an investor group. He holds an apartment portfolio of over 1,000 units, owned and managed in northeast New Jersey. He received his undergraduate degree from Brown University and is a graduate of New York University School of Law. Mr. Yegen brings to the Board of Directors an extensive knowledge of the New York City and New Jersey real estate markets and the communities served by the Company which gives him unique insights into the Company’s lending challenges and opportunities.

~~NEOs Who Are Directors~~

~~Kevin M. O’Connor~~

2021. Mr. O’Connor is ~~President and Chief Executive Officer~~not independent because he is an employee of the Company. ~~He joined the Company in October 2007 as~~ President and Chief Executive Officer Designee and Director. On January 1, 2008, he became President and CEO. Prior to joining the Company, Mr. O’Connor served as Executive Vice President and TreasurerIn reaching independence determinations of North Fork Bancorporation, Inc. from 1997 through 2007. Mr. O’Connor is a graduate of Adelphi University. Mr. O’Connor’s background and extensive banking experience provides a valuable resource toother directors, the Board ~~of Directors.~~

~~NEOs Who Are Not Directors~~

~~Howard H. Nolan~~

~~Mr. Nolan is Senior Executive Vice President, Chief Operating Officer~~considered loans outstanding that were made on the same terms as available to others. See “Certain Relationships and Corporate Secretary. He previously served as Chief Administrative & Financial Officer of the Company. Mr. Nolan is a Certified Public Accountant and joined the Board as a Director in 2003 and was appointed Chief Operating Officer in June 2006. Prior to 2006, Mr. Nolan was Vice President of Finance and Treasurer for Gentiva Health Services, Inc. and held various management positions at Long Island Savings Bank and was Senior Audit Manager at KPMG. Mr. Nolan is a graduate of Dowling College.

~~Kevin L. Santacroce~~

Mr. Santacroce is Executive Vice President and Chief Lending Officer of the Company. Mr. Santacroce joined the Company in March 1997 as Assistant Cashier and Credit Administrator. In January 2004, Mr. Santacroce was promoted to Senior Vice President and Chief Lending Officer. Mr. Santacroce is a graduate of Bryant University.

~~John M. McCaffery~~

Mr. McCaffery is Executive Vice President, Chief Financial Officer and Treasurer. Mr. McCaffery joined the Company in 2012 as Senior Vice President and Treasurer, was promoted to Executive Vice President in 2014 and appointed Chief Financial Officer in 2016. Prior to his service at the Company, Mr. McCaffery was the Treasurer of State Bank of Long Island. Mr. McCaffery is a graduate of Hofstra University.

~~James J. Manseau~~

Mr. Manseau is Executive Vice President and Chief Retail Banking Officer of the Company. Mr. Manseau joined the Company as Senior Vice President and Chief Retail Banking Officer in March 2008. Prior to joining the Company, Mr. Manseau served as a Divisional Senior Vice President with North Fork Bancorporation, Inc. and Capital One. Mr. Manseau is a graduate of the State University of New York at Farmingdale.

Related Transactions,” below.

~~- 8 -~~

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

TABLE OF CONTENTS

DIRECTOR NOMINATIONS

The Board of Directors has established a Corporate Governance and Nominating Committee (the “Corporate Governance Committee”) for the selection of ~~Directors~~directors to be elected by the shareholders. Nominations of ~~Directors~~directors to the Board are recommended by the Corporate Governance Committee and determined by the full Board of Directors. The Board believes that it is appropriate to have the input of all ~~Directors~~directors with respect to the candidates to be considered for election to the Board by the shareholders. In this regard, the Board believes that each individual director has a unique insight into the operations of the Company and ~~the~~its wholly-owned subsidiary, Dime Community Bank (the “Bank”), the communities in which we operate, and the needs of the Company with respect to Board membership.

The ~~Board has determined that, except as to Mr. O’Connor, each member of~~Company’s Bylaws, along with the Board is an “independent director” within the meaning of the corporate governance listing standards of the Nasdaq Stock Market. Mr. O’Connor is not considered independent because he is an employee of the Company. In reaching independence determinations of other Directors, the Board considered loans outstanding that were made on the same terms as available to others and as to the independence of Mr. Tobin, noted that the continuing compensation he receives from the Company for his prior employment as an executive officer, which employment ceased on March 2, 2010, is non-discretionary and not contingent on continuing service.

~~The~~ Company’s Corporate Governance ~~and Nominating~~ Committee Charter ~~outlines the nomination process~~ and isCorporate Governance Guidelines which are available on the Company’s websitewww.dime.com, ~~www.bnbbank.com~~. outline the director nomination process. For a period of 36 months (the “Specified Period”) following the closing of the merger between Legacy Bridge and Legacy Dime on February 1, 2021 (the “Merger”), the Board will consist of six Legacy Bridge directors, which are directors initially designated by Legacy Bridge and their successors as designated by Legacy Bridge, and six Legacy Dime directors, which are directors initially designated by Legacy Dime and their successors as designated by Legacy Dime. During the Specified Period, all responsibilities for the evaluation and nomination of directors to the Board are vested exclusively in (i) the Legacy Bridge directors of the Corporate Governance Committee with respect to Legacy Bridge directors, and (ii) the Legacy Dime directors of the Corporate Governance Committee with respect to Legacy Dime directors. During the Specified Period, vacancies resulting from the cessation of service by any Legacy Bridge director for any reason, or vacancies resulting from the cessation of service by any Legacy Dime director for any reason, shall be filled as selected by the Corporate Governance Committee in accordance with the immediately preceding sentence.

The Corporate Governance Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company’s business and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of gaining new perspectives. The Corporate Governance Committee coordinates annual performance evaluations for the ~~board~~Board of ~~directors.~~ Directors. All nominees for director currently serve on the Board. IfSubject to the preceding paragraph, if any member of the Board does not wish to continue in service, or if the Committee decides not to re-nominate a member for re-election, or if the size of the Board is increased, the Committee would solicit suggestions for director candidates from all Board members. The Corporate Governance Committee is authorized to retain search firm(s) to assist in the identification of candidates for director nominees. The Corporate Governance Committee is not limited to a specific process in identifying candidates and will consider potential nominees from various sources, including recommendations from shareholders as well as directors and officers of the Company. Individuals recommended by shareholders are evaluated in a manner identical to other potential nominees. The Corporate Governance Committee seeks a diverse group of candidates who possess the background, skills, and expertise to make a significant contribution to the Board, ~~would seek~~and to ~~identify a candidate~~the Company and its shareholders. The Corporate Governance Committee shall select individuals as director nominees who ~~at a minimum satisfies~~shall have the ~~following criteria:~~

~~Has the highest personal and professional ethics and integrity and whose values are compatible with those of the Company;~~

highest personal and professional integrity, who shall have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the Company’s shareholders.

~~Has had experiences and achievements that have given him or her the ability to exercise and develop good business judgment;~~

~~Is willing to devote the necessary time to the work of the Board and its Committees, which includes being available for Board and Committee meetings;~~

~~Is familiar with the communities in which the Company operates and/or is actively engaged in community activities;~~

~~Is involved in other activities or interests that do not create a conflict with their responsibilities to the Company and its shareholders; and~~

~~Has the capacity and desire to represent the balanced, best interests of the shareholders of the Company as a group, and not primarily a special interest group or constituency.~~

The charter of the Corporate Governance ~~and Nominating~~ Committee ~~was amended in 2019 to provide~~provides that diversity, inclusive of gender, race, and ethnicity shall be part of the selection criteria for determining the individuals to be considered for election and re-election to the Board. Further, the ~~amended charter~~Charter provides that the Corporate Governance ~~and Nominating~~ Committee shall endeavor in good faith to include women and people of color in each candidate pool for a position on the ~~Board and in senior management.~~Board. There isare currently ~~one woman~~two women on the Board of Directors and ~~no persons~~one person of color.

~~- 9 -~~

PROCEDURES FOR THE NOMINATION OF DIRECTORS BY SHAREHOLDERS

The ~~Board has adopted~~Company’s Bylaws set forth the procedures for the submission of director nominees by shareholders. ~~If a determination is made that an additional candidate is needed for the Board of Directors, the Board will consider candidates submitted by a shareholder.~~ Shareholders can submit ~~the names of qualified candidates~~nominations for ~~Director~~director by writing to our Corporate Secretary, ~~Bridge Bancorp,~~Dime Community Bancshares, Inc., ~~2200 Montauk~~898 Veterans Memorial Highway, ~~P.O. Box 3005, Bridgehampton,~~Suite 560, Hauppauge, New York ~~11932.~~11788. The Corporate Secretary must receive a submission not less than ninety (90) days prior to the date of the Company’s proxy materials for the preceding year’s annual meeting. ~~The~~As more fully set forth in the Company’s Bylaws, the submission must include the following information:

The name and address of the shareholder as they appear on the Company’s books, and number of shares of Common Stock that are owned beneficially by such shareholder (if the shareholder is not a holder of record, appropriate evidence of the shareholder’s ownership will be required);

~~The name, address and contact information for the candidate, and the number of shares of Common Stock that are owned by the candidate (if the candidate~~A statement that the writer is ~~not a holder of record, appropriate evidence of shareholder ownership should be provided);~~

~~A statement of the candidate’s business and educational experience;~~

~~Such other information regarding the candidate as would be required to be included in the proxy statement pursuant to SEC Regulation 14A;~~

~~A statement detailing any relationship between the candidate and the Company;~~

~~A statement detailing any relationship between the candidate and any customer, supplier or competitor of the Company;~~

~~Detailed information about any relationship or understanding between the proposing shareholder and the candidate; and~~

~~A statement that the candidate is willing to be considered and willing to serve as a Director if nominated and elected.~~

~~A nomination submitted by~~ a shareholder and is proposing a candidate for ~~presentation~~consideration by the Board or is proposing business for the consideration by the shareholders of the Company;

The name and address of the shareholder ~~at an annual meeting~~as they appear on the Company’s books, and number of ~~shareholders~~shares of Common Stock that are owned beneficially by such shareholder (if the shareholder is not a holder of record, appropriate evidence of the shareholder’s ownership will be required);

The name, address and contact information for the candidate, and the number of shares of Common Stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the candidate’s ownership should be provided);

TABLE OF CONTENTS

A statement of the candidate’s business and educational experience, detailed information about any relationship or understanding between the proposing shareholder and the candidate, and a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected;

Such other information regarding the candidate as would be required to be included in the proxy statement pursuant to SEC Regulation 14A;

A statement detailing any relationship between the proposing shareholder, the candidate and any customer, supplier or competitor of the Company or its affiliates; and

A statement as to whether the shareholder intends to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the Company’s voting shares to elect such nominee or nominees.

In order to be eligible for inclusion in the proxy materials for the Annual Meeting, shareholder nominations must comply with the ~~procedural and informational requirements described in “Advance Notice of Business or Nominations to Be Brought Before an Annual Meeting.”~~

proxy rules adopted under the Exchange Act. See “Shareholder Proposals Under SEC Rules” below.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

A shareholder of the Company who wants to communicate with the Board of Directors or with any individual ~~Director~~director can write to the Corporate Secretary, ~~Bridge Bancorp,~~Dime Community Bancshares, Inc., ~~2200 Montauk~~898 Veterans Memorial Highway, ~~P.O. Box 3005, Bridgehampton,~~Suite 560, Hauppauge, New York ~~11932, Attention: Board Administration.~~

11788.

The letter should indicate that the author is a shareholder and if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, the Corporate Secretary will:

~~Forward the communication to the Director or Directors to whom it is addressed;~~

~~Attempt to handle the inquiry directly, for example where it is a request for information about the Company or it is a stock-related matter; or~~

Forward the communication to the director or directors to whom it is addressed;

~~Not forward the communication if it is primarily commercial in nature, relates to an improper~~Attempt to handle the inquiry directly, for example where it is a request for information about the Company or it is a stock-related matter; or ~~irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.~~

Not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

At each Board meeting, the Corporate Secretary shall present a summary of all communications received since the last meeting that were not forwarded and make those communications available to the ~~Directors.~~

directors.

CODE OF ETHICS

The Board has adopted a Code of Ethics that is applicable to the officers, directors and employees of the Company, including the Company’s principal executive officer, principal financial officer, and principal accounting officer or controller,

~~- 10 -~~

or persons performing similar functions. The Code of Ethics is available on the Company’s website, www.dime.com~~www.bnbbank.com~~. Amendments to and waivers from the Code of Ethics will also be disclosed on the Company’s website.

BOARD MEETINGS AND COMMITTEES

The following three standing committees facilitate and assist the Board in executing its responsibilities: the Audit Committee, the Compensation and Human Resources Committee (“Compensation Committee”) and the Corporate Governance ~~and Nominating~~ Committee. The table below shows current membership for each of the standing Board committees.

	Audit Committee			Compensation Committee		Corporate Governance Committee
~~Audit~~ ~~Committee~~	Kevin Stein*	~~Compensation~~ ~~Committee~~		~~Corporate Governance and~~ ~~Nominating Committee~~ Rosemarie Chen*
Rudolph J. Santoro*		Emanuel Arturi*		Dennis A. Suskind*
~~Charles I. Massoud~~		~~Marcia Z. Hefter~~		~~Charles I. Massoud~~
Raymond A. Nielsen			Michael P. Devine		Michael P. Devine
	Joseph J. Perry			Matthew A. Lindenbaum		Matthew A. Lindenbaum
	Dennis A. Suskind			Albert E. McCoy, Jr.	~~Rudolph J. Santoro~~
~~Daniel Rubin~~ Kevin Stein		~~Raymond A. Nielsen~~		~~Raymond A. Nielsen~~
~~Dennis A. Suskind~~		~~Matthew Lindenbaum~~		~~Matthew Lindenbaum~~

*	Committee Chairperson

In addition, the Company has a Compliance Risk, a Credit Risk, an Enterprise Risk and a Strategic Planning Committee. All of the Committees of the Board are comprised solely of independent directors.

* Committee ChairpersonTABLE OF CONTENTS

The business of the Board of Directors of the Company and the Bank is conducted through meetings and activities of the Boards and their Committees. The Board of Directors of the Company and the Bank ~~meets monthly, or~~generally hold ten regular meetings during the course of a year, but will meet more often as may be necessary. The Board of Directors of the Company and the Bank met 2416 times during ~~2019.~~2021. No ~~Director~~director attended fewer than 75% in the aggregate of the total number of Board meetings held and the total number of Committee meetings on which he or she served during ~~2019,~~2021, including Board and Committee meetings of the Bank and the Company. ~~Although it has no official policy,~~

BOARD LEADERSHIP AND RISK OVERSIGHT

Board Leadership Structure

The Executive Chairman of the ~~Board strongly encourages each~~Company is Kenneth J. Mahon, former director and Chief Executive Officer of ~~its members to attend~~Legacy Dime, and the ~~Annual Meeting~~Lead Director of ~~Stockholders. All persons serving on~~the Company is Marcia Z. Hefter, who was the Chairperson of the Board of Directors atof Legacy Bridge. The Executive Chairman provides overall leadership to enhance the ~~time~~effectiveness and performance of the ~~Annual Meeting~~Board of ~~Stockholders held~~Directors and acts as the primary spokesperson for the Board of Directors and, among other things, confers with the Chief Executive Officer on ~~May 3, 2019 attended~~reviewing and developing strategic initiatives for the ~~meeting.~~

~~BOARD LEADERSHIP AND RISK OVERSIGHT~~

~~Board Leadership Structure~~

Company and on succession planning and key hiring and firing decisions. The ~~Board historically has been chaired by~~ Lead Director must qualify as an independent director ~~rather than~~under Nasdaq exchange rules. The Lead Director chairs any meeting of independent directors in executive session and, among other things, serves as a liaison between the ~~chief executive officer.~~ Executive Chairman and the other independent directors and consults with the Executive Chairman on matters pertinent to the Board.

The ~~current chairperson is Ms. Marcia Hefter. The Board of Directors~~Company believes that the ~~non-executive chair structure helps to distinguish the role~~current separation of the ~~chairperson, in managing the board, which in turn serves in~~Executive Chairman and Chief Executive Officer roles, along with an ~~oversight capacity, from the responsibilities of the chief executive officer in managing the operations of the Company.~~

independent Lead Director, is good governance policy and enhances Board independence and oversight.

The Role of the Board in Risk Oversight

~~The~~ ~~entire~~

In the ordinary course of business, the Company faces various strategic, operating, compliance, reputational, technological and financial risks. Management is responsible for the day-to-day management of risk, while the Board, as a whole and through its Committees, is responsible for the oversight of ~~Directors is engaged in~~risk management. In its risk oversight role, the Board has the responsibility of satisfying itself that the risk management ~~oversight.~~processes designed and implemented by management are adequate and functioning as designed. The Enterprise Risk and Audit Committees ~~assists~~assist the Board of Directors in its oversight of the Company’s corporate-wide risk management and in identifying, measuring, monitoring, and managing risks, and as to the Audit Committee in particular, material financial risks. The ~~Bank’s~~Company’s Enterprise Risk Committee receives regular reports from the ~~Compensation,~~Compliance Risk and Credit ~~ALCO, Operational and Compliance~~ Risk Committees of the Board.

The Compliance Risk Committee of the Board assists the Board in fulfilling its compliance oversight responsibilities regarding consumer protection and fair lending, the Community Reinvestment Act, and BSA/AML compliance by, among other things, approving and reviewing the effectiveness of the Bank’s compliance management system and overseeing the assessment and monitoring of the risks associated with the Bank’s consumer compliance and BSA/AML activities. The Credit Risk Committee of the Board assists the Board in fulfilling its credit risk management functions by, among other things, setting acceptable levels of credit risk and reviewing the effectiveness of management’s administration and monitoring of credit risk. The Strategic Planning Committee of the Board assists the Board in its oversight of the capital planning of the Company, which includes the operating expense budget and key business plan objectives. In addition, ~~the~~management has established management ALCO, Compensation and Benefits, Credit Risk, Enterprise Risk, ~~Management Committee (“ERMC”), provides~~Loan Approval, Regulatory Compliance Risk, Strategic Planning, and Technology committees to provide regular reports as to the actions taken by management to adequately address those risks.

~~- 11 -~~

THE AUDIT COMMITTEE

~~The~~

Effective with the closing of the Merger on February 1, 2021, the Audit Committee consists of Directors Stein (Chairperson), Nielsen, Perry and Suskind. For one month prior to the Merger, the Audit Committee was comprised of Messrs. Santoro (Chairperson), Massoud, Nielsen, Rubin, and Suskind. Each member of the Audit Committee is considered “independent” as defined in the ~~NASDAQ~~®Nasdaq corporate governance listing standards and under SEC Rule ~~10A‑3.~~10A-3. The duties and responsibilities of the Audit Committee include, among other things:

Retain, oversee and evaluate the independent registered public accounting firm to audit the annual consolidated financial statements of the Company;

In consultation with the independent registered public accounting firm and the internal audit function, review the integrity of the Company’s financial reporting processes, both internal and external;

Review the annual audited consolidated financial statements, quarterly financial statements and the independent registered public accounting firm’s report with management and the independent registered public accounting firm and recommend inclusion of the annual audited consolidated financial statements in the Company’s annual report on Form 10-K;

TABLE OF CONTENTS

~~Retaining, overseeing and evaluating the Independent Registered Public Accounting Firm to audit the annual consolidated financial statements of the Company;~~

Review and discuss with the independent registered public accounting firm all significant relationships the independent registered public accounting firm has with the Company to determine and assess independence, qualification and performance;

~~Overseeing the Company’s financial reporting processes in consultation with the Independent Registered Public Accounting Firm and the internal audit function;~~

Review the internal audit function of the Company and the annual audit plan and ensure that the internal audit function adheres to the Institute of Internal Audit’s International Professions Practice Framework;

~~Reviewing the annual audited consolidated financial statements, quarterly financial statements~~Approve all engagements for audit and non-audit services by the independent registered public accounting firm; and the Independent Registered Public Accounting Firm’s report with management and the Independent Registered Public Accounting Firm and recommending inclusion of the annual audited consolidated financial statements in the Company’s annual report on Form 10‑K;

~~Maintaining direct lines of communication with the Board of Directors, management, internal audit staff and the Independent Registered Public Accounting Firm;~~

Review the adequacy of the Audit Committee charter.

~~Overseeing the internal audit function and reviewing management’s administration of the system of internal accounting controls;~~

~~Approving all engagements for audit and non-audit services by the Independent Registered Public Accounting Firm; and~~

~~Reviewing the adequacy of the Audit Committee charter.~~

The Audit Committee met ~~nine~~five times during ~~2019.~~2021. The Audit Committee reports to the Board on its activities and findings. The Board of Directors has determined that ~~Rudolph Santoro~~Directors Stein, Nielsen, and ~~Dennis Suskind~~Perry are “Audit Committee Financial Experts” as that term is used in the rules and regulations of the SEC.

AUDIT COMMITTEE REPORT

The Audit Committee operates under a written charter adopted by the Board of Directors. A copy of the charter of the Audit Committee is available on the Company’s website, www.dime.com~~www.bnbbank.com~~.

Management is responsible for the preparation of the Company’s consolidated financial statements and their assessment of the design and effectiveness of the Company’s internal control over financial reporting. The Independent Registered Public Accounting Firm is responsible for performing an independent audit of the Company’s consolidated financial statements and opining on the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing their reports thereon. As provided in its charter, the Audit Committee’s responsibilities include monitoring and overseeing these processes.

In discharging its responsibilities, the Audit Committee has:

~~Reviewed and discussed with management, and the Independent Registered Public Accounting Firm, the Company’s audited consolidated financial statements for the year ended December 31, 2019;~~

~~Reviewed and discussed with the Independent Registered Public Accounting Firm all~~ ~~matters required to be discussed under the applicable requirements of the PCAOB; and~~

Reviewed and discussed with management, and the Independent Registered Public Accounting Firm, the Company’s audited consolidated financial statements for the year ended December 31, 2021;

~~Received the written disclosures~~Reviewed and discussed with the Independent Registered Public Accounting Firm all matters required to be discussed under the applicable requirements of the PCAOB; and ~~the letter from the Independent Registered Public Accounting Firm required by applicable requirements of the PCAOB~~ ~~regarding the~~ ~~Independent Registered Public Accounting Firm’s~~ ~~communications with the audit committee concerning independence, and has discussed with the Independent Registered Public Accounting Firm its independence from the Company.~~

Received the written disclosures and the letter from the Independent Registered Public Accounting Firm required by applicable requirements of the PCAOB regarding the Independent Registered Public Accounting Firm’s communications with the audit committee concerning independence, and has discussed with the Independent Registered Public Accounting Firm its independence from the Company.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form ~~10‑K~~10-K for the year ended December 31, ~~2019~~2021 and filed with the SEC. In addition, the Audit Committee selected Crowe LLP to be the

~~- 12 -~~

Company’s Independent Registered Public Accounting Firm for the year ending December 31, ~~2020,~~2022, subject to the ratification of this appointment by the shareholders.

This report shall not be deemed incorporated by reference by any general statement incorporating by reference this ~~proxy statement~~Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference and shall not otherwise be deemed filed under such Acts.

The foregoing report has been furnished by Audit Committee members:


	~~Rudolph J. Santoro, Chairperson~~
	~~Charles I. Massoud~~
	~~Raymond A. Nielsen~~ ~~Daniel Rubin~~
	~~Dennis A. Suskind~~

Kevin Stein, Chairperson

Raymond A. Nielsen

Joseph J. Perry

Dennis A. Suskind

THE COMPENSATION COMMITTEE

The Compensation Committee is appointed by the Board of Directors to assist the Board in fulfilling its responsibilities relating to the compensation and benefits provided to the Company’s executive management and to review, administer, evaluate and recommend the benefit plans and overall compensation for the Company. The Compensation Committee met ~~seven~~nine times ~~in fiscal year 2019. The~~during 2021. Effective with the closing of the Merger on February 1, 2021, the Compensation Committee consists of Directors ~~Arturi~~Chen (Chairperson), ~~Hefter,~~Devine, Lindenbaum and McCoy Jr. For one month prior to the Merger, the Compensation Committee was comprised of Messrs. Arturi

TABLE OF CONTENTS

(Chairperson), McCoy, Jr., Nielsen, Lindenbaum and ~~Lindenbaum.~~Ms. Hefter. Each member of the Compensation Committee is considered independent as defined in the ~~NASDAQ®~~Nasdaq corporate governance listing standards. The Board has adopted a charter for the Compensation Committee, which is available on the Company’s website, www.dime.com.~~www.bnbbank.com.~~

The Compensation Committee’s responsibilities include, among other duties, the responsibility to:

~~Establish, review, and modify from time to time as appropriate the overall compensation philosophy of the Company;~~

Establish, review, and modify from time to time as appropriate the overall compensation philosophy of the Company;

Review, evaluate and recommend Company objectives ~~relevant to the CEO’s compensation; evaluate CEO performance relative to established goals; and review, evaluate and recommend to the full Board of Directors, the CEO’s compensation;~~

~~Review, evaluate and recommend goals~~ relevant to the compensation of the Company’s other executive management personnel; and review such officers’ performance in light of these goals and determine (or recommend to the full Board of Directors for determination) such officers’ cash and equity compensation based on this evaluation;

Review, evaluate and recommend, in consultation with the corporate governance committee, the compensation to be paid to directors of the Company and of affiliates of the Company for their service on the Board;

~~Administer the Company’s stock benefit plans; and~~

~~Review and oversee incentive compensation arrangements of the Bank to ensure they are balanced relative to incentives and risk objectives.~~

~~Compensation recommendations for the President and~~ Chief Executive Officer (“CEO”); review and evaluate CEO performance relative to established goals; and review, evaluate and determine (or recommend to the Board of Directors), the CEO’s compensation and employment agreement, including any change of control and indemnification provisions;

Review, evaluate and recommend Company objectives relevant to the compensation of the Company’s other executive officers; review and evaluate such officers’ performance relative to established goals; and review, evaluate and determine such officers’ compensation and employment agreements, including any change of control and indemnification provisions;

Review, evaluate and recommend, in consultation with the Corporate Governance and Nominating Committee, the compensation to be paid to directors of the Company and of affiliates of the Company for their service on the Board;

Administer the Company’s stock benefit plans; and

Review and oversee incentive compensation arrangements of the Bank to ensure they are balanced relative to incentives and risk objectives.

Compensation recommendations for the CEO, President and Chief Operating Officer (“~~COO”~~President”), Chief Financial Officer (“CFO”), Chief Lending Officer (“CLO”), ~~Chief Retail Banking Officer (“CRO”)~~ and ~~Chief Financial Officer (“CFO”), collectively known as NEOs,~~General Counsel are made by the Compensation ~~Committee to the Board of Directors.~~Committee. Decisions regarding compensation, including non-equity compensation, for the other officers are made under the authority of the Company’s CEO. The Compensation Committee has engaged McLagan, part of the Human Capital Solutions division at Aon p/c (“McLagan”), an outside and independent national compensation consulting firm, to assist in the annual review of its incentive compensation arrangements for the NEOs and all other employee groups of the ~~Bank.~~Bank and to provide recommendations on the amount and form of director compensation. McLagan ~~has not provided any other services for the Company.~~

~~At the request of the Committee, Compensation Committee meetings are regularly attended by the CEO, COO, CFO and Chief Talent Officer (“CTO”). At each meeting,~~also assisted the Compensation Committee ~~meets in executive session, which excludes~~

~~- 13 -~~

executive management. The Compensation Committee’s Chairperson reports the Committee’s recommendations on executive compensation to the Board. Independent advisors and the Company’s finance department support the Compensation Committeeof Legacy Bridge in its ~~duties and, along with the CEO, COO, CFO, and CTO, may be delegated authority~~Merger-related compensation actions, as described below under “Executive Compensation.” The fees paid to ~~fulfill certain administrative duties regarding the compensation programs.~~

~~In addition, the Compensation Committee engaged~~ McLagan ~~to assist~~for their services in the review of potential risks stemming from the Company’s compensation programs. McLagan conducted a comprehensive review and evaluation of incentive plans covering all employees of the Company. The review included an evaluation of the design features of each plan, the governance and oversight aspects of each plan, the mix of cash and equity incentives opportunities, the use of performance metrics, the performance periods and time horizon of each plan, the various termination provisions associated with the plans, and other dimensions of the plans deemed relevant for the risk review process. McLagan reviewed the results of its assessment with the Committee and with management. Based on the results of the independent assessment by McLagan and the assessment of risks by the Committee, the Board ~~has determined that the Company’s compensation policies, practices and programs do not~~ ~~promote excessive risk taking~~ ~~or pose risks that are reasonably likely to have a material adverse effect on Bridge Bancorp, Inc.~~

2021 totaled $195,570.

The Compensation Committee considered the independence of McLagan, in light of SEC rules and ~~NASDAQ~~Nasdaq listing standards. The Committee requested and received a report from McLagan addressing the independence of McLagan and its consultants, including the following factors: (1) other services provided to us by McLagan; (2) fees paid by us as a percentage of McLagan’s total revenue; (3) policies or procedures maintained by McLagan that are designed to prevent a conflict of interest; (4) any business or personal relationships between the consultants and a member of the Committee; (5) any company stock owned by the consultants; and (6) any business or personal relationships between our executive officers and the consultants. The Committee discussed these considerations and concluded that the work performed by McLagan and its consultants involved in the engagements did not raise any conflict of interest and that McLagan has served as an independent compensation consultant.

At the request of the Compensation Committee, Compensation Committee meetings are regularly attended by the CEO and President. At each meeting, the Compensation Committee meets in executive session, which excludes executive management. The Compensation Committee’s Chairperson reports the Committee’s recommendations on executive compensation to the Board.

Compensation Committee Interlocks and Insider Participation

~~The~~

None of the current members of the Compensation Committee, ~~consists of Directors Arturi (Chairperson), Hefter, McCoy, Jr., Nielsen, and Lindenbaum. None of these directors~~or former members who served during 2021, is, or was, ~~during 2019, or is formerly,~~ an officer of the Company. During the year ended December 31, ~~2019,~~2021, the Company had no “interlocking” relationships in which any executive officer of the Company is a member of the board of directors or compensation committee of another entity, one of whose executive officers is a member of the Company’s Board of Directors or Compensation Committee.

THE CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee is appointed by the Board of Directors to assist the Board in developing corporate governance principles applicable to the Company and to recommend nominees for directorships and committee memberships to the Board. The Corporate Governance Committee met four times during 2021. Effective with the closing of the Merger on February 1, 2021, the Corporate Governance Committee consists of Directors Suskind (Chairperson), Devine, Lindenbaum and Stein. For one month prior

TABLE OF CONTENTS

~~EXECUTIVE~~

to the Merger, the Governance Committee was comprised of Messrs. Suskind (Chairperson), Massoud, Nielsen, Lindenbaum, and Santoro. Each member is considered independent as defined in the Nasdaq corporate governance listing standards. The Board has adopted a charter for the Corporate Governance Committee, which is available on the Company’s website, www.dime.com.

The Corporate Governance Committee’s responsibilities include, among other duties, the responsibility to:

Review the size and composition of the Board from time to time and make recommendations to the Board regarding such assessments;

Develop, adopt and recommend to the Board criteria for the selection of individuals to be considered for election or re-election to the Board;

Recommend to the Board nominees to stand for election by the shareholders at the annual meeting;

Review status and independence of a director if there is change in such director’s employment or third-party responsibilities;

Review Board committees and recommend to the Board the number, identity and responsibilities of Board committees and the Chairperson of such committees, as well as the directors designated to serve as members of such committees; and

Review and approve all related-party transactions, including transactions between the Company and a related person as defined in Item 404 of Regulation S-K.

DIRECTOR COMPENSATION

Compensation ~~Discussion~~Paid to Board Members

As of the effective time of the Merger, former Legacy Bridge directors Emanuel Arturi, Charles I. Massoud, Daniel Rubin, Rudolph J. Santoro, Thomas J. Tobin and ~~Analysis~~

Christian C. Yegen resigned from the Board of Directors of the Company, and former Legacy Dime directors Rosemarie Chen, Michael P. Devine, Kenneth J. Mahon, Vincent F. Palagiano, Joseph J. Perry and Kevin Stein (the “Legacy Dime Directors”) were appointed as directors of the Company. Accordingly, the Board of Directors of the Company is comprised of former Legacy Bridge directors Marcia Z. Hefter, Matthew A. Lindenbaum, Albert E. McCoy, Jr., Raymond A. Nielsen, Kevin M. O’Connor, Dennis A. Suskind and the Legacy Dime Directors.

All members of the Board of Directors of the Company also serve on the Board of the Bank. For the period from February 1, 2021 to December 31, 2021, each outside (non-employee) director received an annual retainer fee of $130,000. The ~~primary goals~~Executive Chairman of the Board of Directors received an additional annual retainer of $60,000 and the Lead Director of the Board of Directors received an additional annual retainer of $25,000. The Chairpersons of the Audit, Compensation, and Enterprise Risk Committees received an annual committee chair retainer of $25,000 and the Chairpersons of the Compliance Risk, Corporate Governance, and Credit Risk Committees received an annual committee chair retainer of $15,000. All retainers are paid 55% in cash and 45% in Common Stock. For one month prior to the completion of the Merger, directors of Legacy Bridge were compensated $1,200 for the January 2021 Board meeting and members of the Legacy Bridge Board Committees were compensated $1,000 per meeting attended. See “Director Summary Compensation Table” below.

Directors’ Stock Purchase Program

The Company maintains the Dime Community Bancshares, Inc. Directors’ Stock Purchase Plan (the “DSPP”). The DSPP permits outside directors to receive, in the form of Common Stock, all or any portion of Board, Committee Chair or Lead Director retainers that are otherwise payable in cash. Any election must be made during a period when open market trading is permitted and can only be changed or revoked during a similar period. All elections and changes are subject to Compensation Committee or Board approval. Elections are limited to a specific calendar year, and, therefore, must be renewed and approved by the Compensation Committee ~~(“Committee”)~~or Board each year. Under the DSPP, cash compensation is converted into shares of Common Stock based on the closing price of the Common Stock on the Nasdaq Stock Market on the date on which the cash compensation would otherwise be paid. Ms. Chen and Messrs. Perry and Stein participated in the DSPP during the year ended December 31, 2021.

Directors’ Deferred Compensation Plan

Legacy Bridge maintained the Directors’ Deferred Compensation Plan, which was a nonqualified deferred compensation plan that allowed a director to defer his or her annual retainer earned from May 1 to April 30 and to have such amounts invested in restricted stock units. The Directors’ Deferred Compensation Plan terminated and the covered participants were paid their account balances as of the closing of the Merger.

TABLE OF CONTENTS

Director Summary Compensation Table

The following table sets forth information pertaining to the compensation paid to non-employee directors for ~~2019 were consistent with~~the fiscal year ended December 31, 2021:

Name⁽¹⁾	Fees Earned or Paid in Cash	Stock Awards	Total
Kenneth J. Mahon⁽²⁾	$95,792	$78,370⁽⁶⁾	$174,162
Marcia Z. Hefter	$88,908	$70,107⁽³⁾	$159,015
Rosemarie Chen⁽²⁾	$78,146	$63,916⁽⁷⁾	$142,062
Michael P. Devine⁽²⁾	$65,542	$53,609⁽⁵⁾	$119,151
Matthew A. Lindenbaum	$67,742	$53,609⁽⁵⁾	$121,351
Albert E. McCoy, Jr.	$76,304	$59,800⁽⁴⁾	$136,104
Raymond A. Nielsen	$78,304	$59,800⁽⁴⁾	$138,104
Vincent F. Palagiano⁽²⁾	$65,542	$53,609⁽⁵⁾	$119,151
Joseph J. Perry⁽²⁾	$78,146	$63,916⁽⁷⁾	$142,062
Kevin Stein⁽²⁾	$78,146	$63,916⁽⁷⁾	$142,062
Dennis A. Suskind	$75,304	$59,800⁽⁴⁾	$135,104
Emanuel Arturi⁽⁸⁾	$3,200	—	$3,200
Charles I. Massoud⁽⁸⁾	$3,200	—	$3,200
Daniel Rubin⁽⁸⁾	$4,200	—	$4,200
Rudolph J. Santoro⁽⁸⁾	$3,200	—	$3,200
Thomas J. Tobin⁽⁸⁾	$3,200	—	$3,200
Christian C. Yegen⁽⁸⁾	$3,200	—	$3,200

(1)	Kevin M. O’Connor, the Company’s CEO, is not included in this table as he is a Named Executive Officer of the Company and did not receive additional compensation as a director.

(2)	Commenced services as a director as of February 1, 2021

(3)	Value of 2,333 shares of restricted stock awarded on April 1, 2021

(4)	Value of 1,990 shares of restricted stock awarded on April 1, 2021

(5)	Value of 1,784 shares of restricted stock awarded on April 1, 2021

(6)	Value of 2,608 shares of restricted stock awarded on April 1, 2021

(7)	Value of 2,127 shares of restricted stock awarded on April 1, 2021

(8)	Ceased services as a director as of February 1, 2021

TABLE OF CONTENTS

Governance and Social Highlights

The Company is committed to strong corporate governance and social responsibility. We believe that this commitment is essential to the success of the Company and promotes the interests of all of the Company’s stakeholders, such as its ~~established philosophy~~shareholders, employees, customers and community. The table below highlights various ways the Company and the Bank invests in corporate governance and social responsibility.

GOVERNANCE AND SOCIAL HIGHLIGHTS
Diversity and Inclusion	•		2 of 12 directors are women
	•	��	1 director is a person of color
	•		The Bank formed employee affinity groups, such as the Women’s Affinity Group, to promote diversity and inclusion in the workforce
Board of Directors	•		The Board has designated an independent Lead Director
	•		Separation of Executive Chairman and CEO roles to enhance Board independence and oversight
	•		Standing Committees are comprised of independent directors
	•		The Company maintains a non-classified Board (annual election of directors)
	•		The Board conducts an annual Board self-evaluation to assess its effectiveness
Community Impact	•		Conducted 58 Financial Literacy, Small Business and Home Ownership seminars in 2021
	•		Over 150 employees volunteered to distribute food at 21 events after the onset of COVID-19
	•		Bank officers served on the boards of 33 organizations engaged in community development, ranging from affordable housing and small business development to social services
	•		Charitable contributions of $2 million in 2021, including $850,000 directly to small businesses impacted by COVID-19
	•		Purchased $70 million of investments, primarily in mortgage-backed securities, where the underlying collateral is affordable housing properties. These investments help spur affordable housing and economic development
	•		Originated $398 million of Community Development loans in 2021, including $38 million in loans to 22 non-profits
	•		Through the Record Date, Legacy Bridge and Legacy Dime originated over 9,500 SBA Paycheck Protection Program loans with an original principal balance of approximately $1.9 billion, becoming the leading provider of PPP loans among community banks in our footprint
	•		Became the second leading SBA 504 lender in our trade area, including money-center banks
	•		The Bank supported the NY Forward Loan Program to help New York State small businesses, non-profits, and landlords access flexible loan capital to help reopen after the COVID-19 outbreak
	•		The Bank is a founding member of the Long Island Racial Equity Funders Collaborative, a collaboration of funders working to support Black-led non-profits on Long Island to promote racial equality
Investment in Green Initiatives	•		The Bank purchased a $4 million green bond, the proceeds of which will be used to finance or refinance existing and future projects that facilitate the transition to a low carbon economy in the United States
Business Conduct	•		The Company maintains a Code of Ethics which sets forth ethical guidelines and professional conduct to be followed by employees and directors
	•		The Company maintains a Business integrity hotline for anonymous reporting of violations of the Code of Ethics
	•		The Company maintains Corporate Governance Guidelines which sets forth the Company’s corporate governance standards
Work Environment	•		Continuous employee training and mentoring on appropriate workplace conduct to foster a collaborative and inclusive culture
Privacy and Data Security	•		Robust data security environment policies and procedures to maintain and protect the privacy and confidentiality of customer data
COVID -19 Response	•		The Company monitors and addresses the evolving COVID-19 pandemic by ensuring we implement measures to maintain the safety of employees and customers, for example, by maintaining a hybrid work environment, providing N95 masks to employees, COVID leave, and installation of physical enhancements to our facilities

TABLE OF CONTENTS

Board Diversity

Although the Board does not have a specific diversity policy, it recognizes that diverse representation on the Board serves to improve dialogue, decision-making, and culture in the boardroom. In recent years, our Corporate Governance Committee has focused on advancing continued diversity on the Board during refreshment activities by requiring that candidate pools include diverse individuals, including women and people of ~~providing compensation arrangements for~~color, who meet the recruitment criteria. From the candidate pools, our Corporate Governance Committee will select our director candidates based on their qualifications and attributes as set forth above under, “Director Nominations.” Our director nominees include two women, or 17% of our Board, and a nominee identifying as more than one race.

Board Diversity Matrix (As of March 31, 2022)
Total Number of Directors	12
	Female	Male	Non-Binary	Did not Disclose Gender
Number of directors based on gender identity	2	10	—	—
Number of Directors Who Identify in Any of the Categories Below:
African American or Black	1	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	1	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	10	—	—
Two or More Races or Ethnicities	1	—	—	—
LGBTQ+	—
Did not Disclose Demographic Background	—

TABLE OF CONTENTS

EXECUTIVE OFFICERS

The following individuals are executive officers of the Company and/or the Bank, holding the offices set forth opposite their names as of the Record Date:

	Name			Position Held
	Kevin M. O’Connor			Chief Executive Officer
	Stuart H. Lubow			President and Chief Operating Officer
	Conrad J. Gunther			SEVP and Chief Lending Officer
	Avinash Reddy			SEVP and Chief Financial Officer
	Michael Fegan			EVP and Chief Technology & Operations Officer
	James J. Manseau			EVP and Chief Banking Officer
	Christopher Porzelt			EVP and Chief Risk Officer
	Kevin L. Santacroce			EVP and Deputy Chief Lending Officer
	Patricia M. Schaubeck			EVP and General Counsel
	Austin Stonitsch			EVP and Chief Human Resources Officer
	Brian Teplitz			EVP and Chief Credit Officer
	Julie Levy			EVP and Chief Marketing Officer
	Leslie Veluswamy			SVP and Chief Accounting Officer

The executive officers are elected annually and hold office until their respective successors have been elected and qualified, or until death, resignation or removal by the Board of Directors.

Biographical information of the executive officers who are not directors of the Company or Bank is set forth below.

Stuart H. Lubow, age 64

President and Chief Operating Officer of the Company and the Bank

Prior to the Merger on February 1, 2021, Mr. Lubow served as President of Legacy Dime and DCB. Prior to joining Legacy Dime and DCB in 2017, Lubow was a founder, Chairman, President, and Chief Executive Officer of Community National Bank from its inception in 2005 until its sale to the Bank in June 2015. Prior to that, ~~are designed~~Mr. Lubow was founder, President, and Chief Executive Officer of Community State Bank, Executive Vice President and Chief Operating Officer of Garden State Bank, and Chief Operating Officer at Dollar Dry Dock Bank. Prior to ~~attract~~Dollar Dry Dock Bank. Mr. Lubow held senior positions at various regional banks.

Conrad J. Gunther, age 75

Senior Executive Vice President and ~~retain executives who can perform~~Chief Lending Officer of the Company and ~~manage~~the Bank

Prior to the Merger on February 1, 2021, Mr. Gunther served as Executive Vice President and Chief Lending Officer of Legacy Dime and DCB. Prior to joining Legacy Dime and DCB in 2017, Mr. Gunther served as Executive Vice President and Chief Lending Officer of First Central Savings Bank from 2015 to 2016 and First Executive Vice President and Chief Lending Officer of Community National Bank from 2008 to 2015. Prior to his association with Community National Bank, Mr. Gunther held senior positions at various Long Island financial institutions.

Avinash Reddy, age 37

Senior Executive Vice President and Chief Financial Officer of the Company and the Bank

Prior to the Merger on February 1, 2021, Mr. Reddy served as Executive Vice President and Chief Financial Officer of Legacy Dime and DCB. Prior to joining Legacy Dime and DCB in 2017, Mr. Reddy held several investment banking roles with firms including Evercore Partners, from 2011 to 2014, Barclays Capital, from 2008 to 2011 and Lehman Brothers, from 2005 to 2008.

TABLE OF CONTENTS

Michael Fegan, age 55

Executive Vice President and Chief Technology and Operations Officer of the Bank

Prior to the Merger on February 1, 2021, Mr. Fegan served as the Chief Technology Officer of Legacy Dime and DCB. Prior to joining Legacy Dime and DCB in 2019, Mr. Fegan served as the Chief Information and Operations Officer of Investors Bank and prior thereto was Chief Operations and Technology Officer at Bank Leumi. He also served as Chief Information Officer and Head of Bank Operations for Suffolk County National Bank. Earlier in his career, Mr. Fegan held management positions at various financial institutions.

Julie Levy, age 58

Executive Vice President and Chief Marketing Officer of the Bank

Prior to the Merger on February 1, 2021, Ms. Levy was Senior Vice President and Chief Marketing Officer at Legacy Bridge. Prior to joining Legacy Bridge in 2019, Ms. Levy was the Retail Strategist at People’s United Bank in Bridgeport, CT. Ms. Levy’s earlier career included senior executive positions at Citibank’s Credit Card division over the course of 20 years.

James J. Manseau, age 58

Executive Vice President and Chief Banking Officer of the Bank

Prior to the Merger on February 1, 2021, Mr. Manseau served as Executive Vice President and Chief Retail Banking Officer of Legacy Bridge. Mr. Manseau joined Legacy Bridge and the Bank in March 2008 as Senior Vice President and Chief Retail Banking Officer. Prior thereto, Mr. Manseau served as Divisional Senior Vice President with North Fork Bancorporation, Inc. and Capital One.

Christopher Porzelt, age 55

Executive Vice President and Chief Risk Officer of the Company and the Bank

Prior to the Merger on February 1, 2021, Mr. Porzelt, a Certified Public Accountant, served as Chief Risk Officer of Legacy Dime and DCB. Upon completion of the Merger, Mr. Porzelt was appointed EVP and Deputy Chief Risk Officer of the Company and the Bank. Prior to joining Legacy Dime, Mr. Porzelt was a Managing Director of the Consulting Services Group at EisnerAmper LLP, and before joining EisnerAmper, Mr. Porzelt was associated with American International Group and was an Audit Partner at Deloitte and at Arthur Andersen.

Kevin L. Santacroce, age 53

Executive Vice President and Deputy Chief Lending Officer of the Bank

Prior to the Merger on February 1, 2021, Mr. Santacroce served as Executive Vice President and Chief Lending Officer of Legacy Bridge. Mr. Santacroce joined Legacy Bridge in March 1997 and was named Senior Vice President and Chief Lending Officer in 2004.

Patricia M. Schaubeck, age 61

Executive Vice President and General Counsel of the Company and the Bank

Prior to the Merger on February 1, 2021, Ms. Schaubeck, an attorney admitted to practice in New York, served as Executive Vice President and General Counsel of Legacy Dime and DCB since March 2018. Prior thereto, Ms. Schaubeck served as General Counsel to Sun Bancorp and its wholly-owned subsidiary, Sun National Bank, in New Jersey from September 2014 to January 2018 and General Counsel to Suffolk Bancorp and its wholly-owned subsidiary, Suffolk County National Bank, fro 2012 to 2014. Previously, Ms. Schaubeck served as General Counsel to various Long Island community banks and was associated with various New York City and Long Island, New York law firms where she represented financial institutions and real estate clients.

Austin Stonitsch, age 66

Executive Vice President and Chief Human Resources Officer of the Bank

Prior to the Merger on February 1, 2021, Mr. Stonitsch served as Chief Talent Officer of Legacy Bridge. Prior to joining Legacy Bridge in November 2016 Mr. Stonitsch held various senior Human Resource roles at Alma Bank, IDB Bank and JP Morgan Chase.

Brian Teplitz, age 64

Executive Vice President and Chief Credit Officer of the Bank

Prior to the Merger on February 1, 2021, Mr. Teplitz served as Chief Credit Officer at Legacy Bridge. Prior to joining Legacy Bridge in 2020, Mr. Teplitz served as Senior Credit Officer at Bank United from 2017 to 2020. Prior thereto, he spent 13 years with Capital One and Northfork Bank as a Senior Credit Officer. Mr. Teplitz began his career at Citibank where he spent 22 years in various functions including Divisional Controller, Relationship Management, Head of Underwriting, and Director of Loan Workout, North America.

TABLE OF CONTENTS

Leslie S. Veluswamy, age 37

Senior Vice President and Chief Accounting Officer of the Company and the Bank

Prior to the Merger on February 1, 2021, Ms. Veluswamy, a Certified Public Accountant, was Senior Vice President and Chief Accounting Officer of Legacy Dime and DCB. Prior to joining Legacy Dime and DCB in 2016, Ms. Veluswamy was Assistant Controller with the insurance brokerage company, Crystal and Company from 2014 to 2016, and, from 2008 to 2014, Ms. Veluswamy was an auditor with the public accounting firm of Crowe LLP, where her last position was as Manager.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation

This compensation discussion & analysis (the “CD&A”) describes our executive compensation program and explains how the Compensation Committee made its compensation decisions for our named executive officers (also referred to in this CD&A as “NEOs”) listed below for fiscal year 2021.

	Name			Title
	Kevin M. O’Connor			Chief Executive Officer (“CEO”)
	Stuart H. Lubow			President and Chief Operating Officer (“President”)
	Avinash Reddy			Senior Executive Vice President and Chief Financial Officer (“CFO”)
	Conrad J. Gunther			Senior Executive Vice President and Chief Lending Officer (“CLO”)
	Patricia M. Schaubeck			Executive Vice President and General Counsel

On February 1, 2021, Bridge Bancorp, Inc. (“Legacy Bridge”) and Dime Community Bancshares, Inc. (“Legacy Dime”) closed on the merger of equals between the respective companies, with Legacy Bridge as the surviving legal entity and its name changed to Dime Community Bancshares, Inc. (the “Merger”). The initial senior executive officers of the Company were (i) Mr. O’Connor as CEO, (ii) Mr. Lubow as President, (iii) Mr. Reddy as CFO, (iv) Mr. Gunther as CLO, and (v) John M. McCaffery, Senior Executive Vice President and Chief Risk Officer of the Company. On June 14, 2021 Mr. McCaffery’s employment with the Company terminated without Cause (as that term was defined in Mr. McCaffery’s Employment Agreement and Retention and Award Agreement, both dated October 16, 2020). The Company and Mr. McCaffery entered into an Agreement and General Release pursuant to which the Company made payment to Mr. Caffery in full satisfaction of the Company’s obligations under the Employment Agreement and the Retention and Award Agreement, as more fully described under the table, “Potential Payments Upon Termination or Change in Control,” below. Subsequent to Mr. McCaffery’s termination, Christopher Porzelt was appointed as Executive Vice President and Chief Risk Officer of the Company. He previously served as Executive Vice President and Deputy Chief Risk Officer of the Company.

Prior to the Merger, Howard H. Nolan served as the Chief Operating Officer and Corporate Secretary of Legacy Bridge. As of the date of the Merger, Mr. Nolan’s employment agreement with Bridge was cancelled pursuant to the terms of a Settlement and Release Agreement, as more fully described under the table, “Potential Payments Upon Termination or Change in Control,” below. Mr. Nolan provided consulting services to the Company from February 2, 2021 to June 30, 2021 pursuant to a Non-Competition and Consulting Agreement, as more fully described under the table, “Potential Payments Upon Termination or Change in Control,” below.

Company Performance

A significant milestone for the Company in 2021 was the ~~shareholders’ best interest. These compensation arrangements are designed to be aligned with the performance~~closing of the Merger. The Merger created the opportunity to build an institution on complementary strengths and accelerate shareholder value. The Company ~~both on a short-term and long-term basis and are based on individual contributions and~~was able to realize these opportunities in 2021 as evidenced by the ~~Company’s performance.~~

~~Company Performance~~

~~Our Company has experienced significant growth in assets, deposits and earnings over the past five years while maintaining very favorable credit quality.~~

In 2019, the management team continued to grow our Company and take advantage of opportunities available in our marketplace. The Committee views the performance in 2019 as a continuation of performance at a very high level as shown below:

following:

(1)	· Non-Interest-Bearing Deposits. In 2021, we experienced exceptional growth in non-interest-bearing deposits. Non-interest-bearing deposits increased by approximately $967 million since the closing of the Merger and represented 37.5% of total deposits at December 31, 2021.

(2)	Cost of Funds. We proactively managed the Bank’s cost of funds lower over the course of the year. The cost of deposits declined to 0.11% by the fourth quarter of 2021.

(3)

~~Performance: Reported returns~~Small Business Administration Paycheck Protection Loans (“PPP Loans”). The Bank continued to be the leading community bank provider of PPP Loans on ~~average assets and equity for 2019 were 1.10% and 10.84%, respectively, and the Company’s net income was $51.7~~Greater Long Island. We originated over $580 million ~~or $2.59 per share compared to $39.2 million or $1.97 per share reported~~of PPP Loans in ~~2018.~~2021.

(4)	Systems conversion. The ~~2018 results included several one-time charges: (i)~~ ~~a second quarter 2018 balance~~ Company successfully completed its Merger-related core systems integration on time without any customer disruption.

~~- 14 -~~

TABLE OF CONTENTS

~~sheet restructure~~(5)

Efficiency Ratio. The Company maintained its strong focus on expense discipline and ~~fourth quarter office relocation and consolidation resulting in total charges~~operated at a core efficiency ratio of ~~$6.8 million after tax, and (ii) a $6.9 million after tax charge related~~48% for fiscal 2021, compared to the ~~fraudulent conduct of a business customer through their deposit accounts~~announced 50% benchmark at the ~~Bank.~~

close of the Merger.

(6)

~~Growth Strategy~~:Asset Quality. The ~~Company has continued its disciplined growth strategy delivering growth in both~~Company’s asset quality metrics remained stable on a year-over year basis. Nonperforming assets and loans ~~and demand deposits. During 2019, the Company experienced growth in loans of $404.5 million,~~90 days or 12.4% and while total deposits decreased $71.7 million or 1.8%. The decrease in total deposits is the result of a strategic decision to allow higher cost brokered deposits and 1031 exchange funds to run off. Demand deposits increased $70.4 million or 4.9%. At December 31, 2019, the Company had total assets of $4.9 billion, including $3.7 billion in loans, $3.8 billion in deposits and 39 branches from Montauk to Manhattan.

~~Credit Quality: The Company recognized net charge-offs of $4.3 million for 2019, compared to net charge-offs of $2.1 million for the full year 2018.~~ The charge-offs in 2019 relate primarily to the $3.7 million charge-off related to one CRE loan totaling $16.3 million which was written down to the loan’s estimated fair value of $12.6 million and moved into loans held for sale in June 2019. The charge-offs in 2018 resulted from the charge-off of one loan which was fully reserved for and partial charge-offs recognizedmore past due on ~~eleven taxi medallion loans attributable to payoff settlements we accepted. The ratio of allowance for loan losses to non-accrual loans was 750% and 1,119% at December 31, 2019 and 2018, respectively.~~ ~~At December 31, 2019, the Company’s non-performing assets were $4.4 million, or 0.09% of total assets, compared to $3.0 million, or 0.06%~~accrual status represented only 0.36% of total assets at ~~December 31, 2018. Non-performing assets remain significantly better than peers.~~

year-end 2021 and the ratio of net charge-offs to average loans for 2021 was only 0.10%.

(7)	· Commercial Real Estate (“CRE”) Concentration Ratio. The consolidated Company CRE concentration ratio declined to 519% at year-end 2021 versus 554% at year-end 2020.

(8)

~~Capital Management and Dividend Payments~~:Shareholder Return. The Company ~~has attracted and retained access to the capital and debt markets, and~~returned approximately 95% of reported net income generated ~~capital through retained earnings, increasing stockholders’ equity $322 million since December 31, 2014. This capital was deployed to support the growth associated with the acquisition of CNB~~ in ~~June 2015, as well as organic growth. In 2019, the Company paid four quarterly dividends~~2021 to shareholders, ~~totaling $0.92 per share. In January 2020, the Company increased its quarterly dividend by 4% to $0.24 per share. This continues the Company’s long term trend~~via a combination of ~~uninterrupted dividends.~~

common stock dividends and share repurchases.

~~Long-Term Performance~~: From January 1, 2015 to December 31, 2019, the Company’s tangible book value has increased $5.39 per share, or 38%, and the Company’s assets have grown $2.6 billion, or 115%, from approximately $2.3 billion to $4.9 billion.

Key Compensation Decisions in 2021 – Executive Summary

~~Increased Base Salaries~~ ~~– Based upon a review of compensation paid to executives in the proxy peer group~~

Compensation for 2021 was initially reviewed and ~~in light of Company and individual performance for 2019, the Committee and Board adjusted salaries for 2020 for the NEOs as follows:~~

2020

2019

% Increase

Kevin M. O’Connor

$
750,000

$
700,000

7%

John M. McCaffery

$
390,000

$
375,000

4%

Howard H. Nolan

$
375,000

$
365,000

3%

Kevin L. Santacroce

$
380,000

$
365,000

4%

James J. Manseau

$
345,000

$
330,000

5%

~~Payments Under the Short Term Incentive Plan: The primary performance vehicle for the Bank is the Short Term Incentive Program (“STIP”). The STIP is based 100% on absolute measures established~~discussed by the Compensation Committee of each of Legacy Bridge and ~~Board. The board retains 20% discretion. The STIP establishes threshold, target~~Legacy Dime in conjunction with the Merger. Each Compensation Committee reviewed proposed terms of employment to be agreed upon with the NEOs, including new salary and ~~maximum performance criteria~~incentive compensation opportunities, as well as certain transaction related compensation, including transaction bonuses, retention bonuses and one-time equity grants. These arrangements were compared to similar merger of equals transactions and a peer group analysis was provided by Legacy Bridge’s Compensation Committee’s independent compensation consultant, McLagan, part of the Human Capital Solutions division of Aon plc (“McLagan”). Based on the comparison to similar merger of equals transactions and McLagan’s peer group analysis, the following compensation decisions were made by the Company in 2021, which are explained in more detail below.

Base Salaries

Base salaries were set in conjunction with the Merger and were maintained at those levels through 2021.

Employment and Change in Control Agreements

In conjunction with the Merger, new employment agreements were entered into with Messrs. O’Connor, Lubow, Reddy, Gunther and McCaffery. In addition, the Company entered into a retention and award agreement with each NEO and Messrs, McCaffery and Nolan, which provided for ~~each performance goal.~~transaction and retention awards comprised of cash and equity, effective with the closing of the Merger, as described in more detail below under “Merger-Related Compensation.” The Company ~~must achieve threshold performance level~~also entered into defense of tax position agreements with Messrs. O’Connor, Lubow, Reddy, Gunther and McCaffery. The agreements with the NEOs are described in ~~order for~~more detail below under the heading, “Employment Agreements.”

In May 2021, the Company amended the Employment Agreements of Messrs. O’Connor, Lubow, Reddy and Gunther to delete the provision requiring the offset, in the event of a ~~minimum payout to occur. For 2019, the Company’s performance achievement was 72% of maximum based on reported results. After consideration~~change in control occurring within twenty-four months of the ~~impact~~Merger, of ~~certain strategic decisions on~~ the ~~reported results, including~~value of the ~~intentional run-off of higher cost broker and 1031 deposits and~~one-time equity grant granted to these executives in connection with the ~~sale and runoff of lower yielding investments, the Board determined STIP~~Merger. In addition, Ms. Schaubeck’s pre-existing change in control employment agreement was ~~awarded at 92% achievement inclusive of 20% board discretion, as provided~~amended to provide that in the ~~plan. This achievement~~event of an involuntary termination under a Change in Control of the Company (as defined in the change in control employment agreement), Ms. Schaubeck would receive three times her compensation. The change in control employment agreement previously provided for the payment of two times compensation. Ms. Schaubeck’s agreement is ~~between target~~described in more detail below under the heading, “Employment Agreements.”

In December 2021, Mr. Lubow’s Employment Agreement was further amended to increase his annual equity grant opportunity from 50% to 65% of base salary, commencing with the 2022 annual equity grant, and ~~maximum performance compared~~ to ~~62% achievement~~increase his annual cash bonus opportunity from 65% to 100% of base salary, commencing with the annual cash bonus opportunity for the year beginning January 1, 2021. The increased award opportunities were made to better reflect Mr. Lubow’s efforts in ~~2018. No discretion was awarded by~~ the ~~Board in 2018.~~integration of the merged banks and his significant contribution to the positive results of the merged Company. The Compensation Committee acknowledged Mr. Lubow’s key responsibilities for the day-to-day operations of the Company. Further, the Compensation Committee viewed Mr. Lubow as having responsibilities that significantly contribute to the current and expected future success of the Company.

2021 Annual (Cash) Incentive Plan ~~awards for 2019~~(“2021 AIP”)

In March 2022, the NEOs were paid ~~100%~~annual cash incentives under the 2021 AIP for 2021 performance. As more fully discussed below under “2021 AIP,” each of the NEOs were paid 149% of the corporate performance goals under the 2021 AIP and 120% of the discretionary portion of the 2021 AIP.

2021 Long-Term (Equity) Incentive Plan (“2021 LTIP”)

Prior to the Merger, consistent with Legacy Bridge past practice, in ~~cash for all~~January 2021, Messrs. O’Connor and McCaffery were granted restricted stock awards under Legacy Bridge’s 2021 Long Term Stock Incentive Program. The shares vest ratably over four years. In

TABLE OF CONTENTS

July 2021, the Compensation Committee awarded restricted stock to the NEOs under the 2021 LTIP and, except for Mr. O’Connor, ~~who received 80% in cash and 20% in restricted~~

~~- 15 -~~

~~stock. Please see “Short Term Incentive Program” under the section “2019 Executive Compensation Components” for more details.~~

~~Long Term Incentive Plan~~: During 2019, in accordance with the Long Term Incentive Plan (“LTI Plan”), the Board granted long term stock awards including performance based awards. The awards are determined by the Committee and Board within a specified target rangewere comprised of ~~between 30‑~~60% ~~of salary. The LTI Plan includes 60% performance based~~performance-based awards and 40% ~~time vested~~time-vested awards. ~~The performance based~~Mr. O’Connor’s July 2021 restricted stock award under the 2021 LTIP was reduced by the time-based restricted stock award granted to Mr. O’Connor in January 2021. Further, Mr. O’Connor’s award was comprised 100% of performance-based awards to better align the composition of his total 2021 long-term incentive award between time-vested and performance-based awards as provided under the 2021 LTIP. Long-term incentive awards are described in more detail below under the heading, “2021 LTIP.”

Retirement Benefits

In October 2021 the Company adopted a supplemental executive retirement plan (“SERP”). The SERP is intended to make participants in the ~~form of 30% Performance Share Units (“PSUs”~~SERP whole for the amounts that would have been contributed to the BNB Bank Pension Plan (the “Pension Plan”) and ~~30% premium priced stock options. The PSUs cliff vest after three years contingent upon~~ the ~~achievement~~Dime Community Bank 401(k) plan (the “401(k) Plan”) but for limits imposed by the Internal Revenue Code of 1986. Participation in the SERP commenced on October 1, 2021. Messrs. O’Connor and Lubow participate in the defined benefit portion and 401(k) portion of the ~~Board established 3 year EPS goals, subject~~SERP. Messrs. Reddy and Gunther and Ms. Schaubeck participate in the 401(k) SERP. Messrs. O’Connor’s, Lubow’s, Reddy’s and Gunther’s Employment Agreements provide that the executive shall be entitled to ~~adjustment up or down based upon~~participate in benefits plans sponsored by the ~~Company’s 3 year total shareholder return (“TSR”) relative to peer banks. The stock options reflect an exercise price at~~Company, including, without limitation, a ~~10% premium~~supplemental executive retirement plan to the extent such plan is being provided to similarly situated executives in the Company. The SERP is discussed in more detail below under the heading, “Perquisites and Other Personal Benefits.”

Merger-Related Compensation

In conjunction with the Merger, the Company entered into retention and award agreements with each of the NEOs, as described in more detail below under the heading, “Employment Agreements.” The retention and award agreements provide for (i) a cash transaction bonus, which was paid in the first payroll period following the closing ~~price at the~~ date of ~~grant. The time~~the Merger, (ii) a retention bonus, half of which was paid in cash on the one-year anniversary of the closing date of the Merger and half of which was a restricted stock retention award which cliff vested ~~awards are in~~on the ~~form~~one-year anniversary of the closing date of the Merger, and (iii) a one-time equity grant of restricted stock ~~units (“RSUs”)~~which will vest in equal annual installments on the second, third, and ~~vest ratably over five years. Please see “Long Term Stock Incentive Program” and “Realizable Compensation” under the section “2019 Executive Compensation Components” for more details.~~

~~Chief Executive Officer Compensation:~~

~~Base Salary~~ – In order to align his compensation with CEOs in the peer group and based on his individual performance and the performance of the Company for 2019, Mr. O’Connor received an increase in base salary for 2020. The Board increased Mr. O’Connor’s 2020 base salary 7% to $750,000 from $700,000 in 2019. Mr. O’Connor did not receive an increase in salary in 2018.

~~STIP Award –~~ For 2019, Mr. O’Connor earned an STIP award of 83% of base salary. This reflects personal achievement of 100% based on board determined performance achievement of 92%. This also represents 92% of the overall maximum payout opportunity of 90% of base salary. The STIP Award of $579,600 is paid 80% in cash, and 20% in restricted stock that was granted in February 2020 and vests ratably over three years. Mr. O’Connor’s 2019 payout opportunities as a percentage of base salary under the STIP remained the same as 2018.

~~LTI Plan –~~ As noted above, the Board approved the grant of equity in 2019. Mr. O’Connor’s 2019 grant was based on a target amount of 60% of his salary. Under the LTI Plan, the awards are granted in the form of 30% PSUs, 30% premium priced stock options, and 40% in time vested RSUs. The PSUs cliff vest after three years and upon achievement of the performance goals, and the options vest ratably over three years, while time vested RSUs vest ratably over 5 years.

~~Other Named Executive Officer Compensation:~~

~~Base Salaries~~ ~~– As noted above, the Board increased base salaries between 3% and 5% for the other executives during 2020.~~

~~STIP Award –~~ Each of the officers listed below received an STIP award of 55% of base salary. This reflects personal achievement of 100% based on board determined performance achievement of 92%. This also represents 92% of the overall maximum payout opportunity of 60% of base salary. All STIP Awards are paid 100% in cash.

~~LTI Plan~~ ~~- The other executives also participated in the LTI Plan described above with grants of equity in 2019.~~

~~- 16 -~~

~~The Summary Compensation Table includes the cash portion~~fourth anniversary of the ~~STIP award earned~~closing date of the Merger.

In connection with the Merger, the Compensation Committees of Legacy Bridge and Legacy Dime reviewed the proposed terms of employment to be agreed upon with certain executive officers (Messrs. O’Connor, Lubow, McCaffery, Reddy and Gunther), including new salary and incentive compensation opportunities, as well as certain transaction related compensation, including transaction bonuses, retention bonuses, and one-time equity grants, for approval by Board of Directors of Legacy Bridge. The major objective for the terms of employment was to retain these senior executives in 2019, based on 2019 performance and paid in 2020, and restricted stock awards, restricted stock units, performance share units and stock options granted on February 12, 2019 based on 2018 performancethe merged entity as ~~presented below:~~

2019 Cash

2019 Stock / RSU Awards

Total Stock

Total Stock

2019 Cash

Incentive %

STIP

Long Term

RSU / Options

RSU / Options
NEO

2019 Base Salary

Incentive

Salary

Shares

$

PSUs

$

RSUs

$

Stock Options

$

Awards #

Awards $
Kevin M. O’Connor

$
700,000

$
463,680

66.2
%
1,628

$
52,320

3,187

$
112,500

4,667

$
150,000

22,277

$
112,500

31,759

$
427,320
John M. McCaffery

$
375,000

$
207,000

55.2
%
810

$
26,040

1,487

$
52,500

2,178

$
70,000

10,396

$
52,500

14,871

$
201,040
Howard H. Nolan

$
365,000

$
201,500

55.2
%
810

$
26,040

1,487

$
52,500

2,178

$
70,000

10,396

$
52,500

14,871

$
201,040
Kevin L. Santacroce

$
365,000

$
201,500

55.2
%
810

$
26,040

1,487

$
52,500

2,178

$
70,000

10,396

$
52,500

14,871

$
201,040
James J. Manseau

$
330,000

$
182,200

55.2
%
382

$
12,280

1,402

$
49,500

2,054

$
66,000

9,802

$
49,500

13,640

$
177,280

~~Shareholder Vote~~

~~At our 2019 annual meeting, 94.3% of our shareholders approved our “say-on-pay” resolution as~~they were key to the successful integration and performance of the resulting entity from the Merger. The importance of the retention of executive management was heightened as the Merger was being negotiated and likely to close during the COVID-19 pandemic. Further, the resultant entity of the Merger would exceed $10 billion in assets, crossing the threshold for enhanced regulatory scrutiny whereby executive leadership would be even more critical. The Compensation Committees acknowledged that management strength is particularly important in a merger of equals transaction and the goal in setting compensation for these key executives was to provide them with comprehensive, fair and reasonable compensation arrangements. These arrangements were compared to similar merger of equals transactions and a peer group analysis was provided by the Legacy Bridge Compensation Committee’s independent compensation consultant, McLagan. McLagan concluded that the proposed compensation was reasonable and appropriate as compared to market, based upon market data and the asset size of the combined entity.

Shareholder Vote

At the Company’s 2021 annual shareholders’ meeting, we received strong support for our executive compensation ~~disclosed~~programs with 93.8% of the votes by shareholders cast in ~~last year’s proxy statement.~~favor of a non-binding resolution to approve NEO compensation. The Company considered the shareholder advisory vote from the most recent annual meeting to be a positive endorsement of its current pay practices and believes the vote result is evidence that its compensation policies and decisions have been in the best interests of shareholders. As a result, the Compensation Committee retained its overall approach to executive ~~compensation.~~compensation which was revised as a result of the Merger as discussed herein. The Company will continue to monitor the level of support for each say-on-pay proposal in the future and will consider this alongside other factors as it makes future executive compensation decisions.

~~Overview of the~~

Compensation ~~Plan~~

Philosophy and Objectives

The ~~Committee has responsibility for establishing, implementing and continually monitoring adherence~~Company’s executive compensation philosophy is, consistent with prudent banking business practices, to provide competitive target compensation opportunities with actual amounts earned commensurate with the Company’s ~~compensation philosophy.~~financial performance and the generation of long-term value for shareholders through dividends and stock price appreciation. The ~~goal~~goals of the ~~Committee is~~executive compensation program are to enable the Company to attract, develop and retain an executive team capable of maximizing the Company’s performance for the total compensation awarded to, earned by, and paid to our NEOs and “covered employees” to be fair, reasonable and competitive and to comply with the regulatory guidance on Sound Incentive Compensation Policies (“SICP”). Covered employees included senior executives as well as other employees who, either individually or as partbenefit of ~~a group, have the ability to expose~~its shareholders.

TABLE OF CONTENTS

To accomplish these goals, the Company ~~or Bank~~sets a base salary to ~~material amounts~~provide a reasonable level of ~~risk. The Committee annually reviews the administration of the~~predictable base income and near- and long-term performance-based compensation ~~plans.~~

~~Compensation Philosophy and Objectives~~

~~The compensation philosophy, established by the Committee, provides broad guidance on executive compensation and, more specifically, the compensation of~~to provide the NEOs with clear opportunities to increase the value of their compensation by positive contribution to stockholder interests. The pay elements are intended to balance an appropriate mix of risk and ~~other covered employees. The~~return. Annual incentive ~~compensation plans~~awards are designed to ~~be consistent~~provide incentives to encourage efforts to attain near-term goals, which do not encourage excessive risk taking. Long-term performance-based and time-vested restricted stock awards align executives’ interests with ~~safety~~the Company’s shareholders and ~~soundness standards and~~serve to retain executives over the ~~regulatory guidance on SICP.~~ long term.

The ~~Plans include consideration~~Compensation Committee, with the assistance of ~~the following key principles:~~

Incentive compensation arrangements should provide employees with incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose the Company or Bank to imprudent risk;

~~These arrangements should be compatible with effective controls and risk management; and~~

~~These arrangements should be supported by strong corporate governance, including active and effective oversight by the Company’s Board of Directors.~~

~~The Committee engaged McLagan, which is part of the Rewards Solutions practice at AON plc, as its~~our independent compensation consultant, routinely reviews our compensation practices to ~~review~~ensure they support our compensation philosophy, are risk appropriate, market competitive and align our executives with shareholder interests. In support of this philosophy, the ~~design of~~following summarizes the Company’s compensation ~~plans~~governance and ~~associated policies and procedures in light of the compliance requirements of the SICP.~~

~~The~~ compensation ~~philosophy includes:~~

practices:

	· What We Do		~~Aligning~~	What We Don’t Do
	Conduct annual shareholder ~~value with compensation;~~ advisory vote on compensation of our Named Executive Officers			We do not permit the hedging or pledging of Company securities

Maintain a Compensation Committee comprised entirely of independent directors

~~Providing a direct and transparent link between our performance and pay~~

We do not allow for the ~~NEOs;~~

	·		~~Aligning the interests~~repricing of the ~~Company’s senior~~exercise price of stock options except in connection with corporate transactions or the approval of shareholders
	Retain an independent executive ~~officers with that of the shareholders through performance based incentive plans;~~

~~- 17 -~~

~~Making wise use of the Company’s equity resources to ensure compatibility between management and shareholder interests; and~~

~~Awarding total~~ compensation ~~that is both reasonable and effective in attracting, motivating, and retaining key executives.~~

~~The compensation objectives of the Company and Bank, subject to experience and achieving plan performance, are to:~~

·	~~Pay base salaries~~consultant to the ~~Company’s senior executives at~~Compensation Committee	We do not provide for gross-up payments to cover personal income taxes or excise taxes in connection with change in control severance payments
Conduct an annual incentive compensation risk assessment
Maintain a ~~level consistent with the Company’s performance related to the Company’s selected peer group (the market);~~ clawback policy

	· Require minimum stock ownership requirements for all directors and Named Executive Officers
	Maintain an Insider Trading Policy that establishes pre-determined window periods for trading in Company securities
	Double trigger on potential change in control severance payments.
	Provide ~~total cash compensation (salary~~annual and ~~cash~~long-term incentive ~~compensation) to the Company’s senior executives at a level consistent~~plans with performance ~~related to market;~~ goals aligned with shareholder interests

	·		Provide ~~total direct compensation (the sum~~that a substantial portion of ~~salary, cash incentives and~~long-term equity ~~incentives) at a level consistent with performance related to market,~~awards are based on ~~planned and cumulative performance;~~ corporate goals
	Provide that 60% of long-term incentive equity awards are performance based

~~Align senior management’s interest with that of shareholders by ensuring equity is a meaningful part of total incentive compensation; and~~

~~Comply with the SICP.~~

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

Risk Assessment

The Charter for the Compensation Committee provides that the Compensation Committee is responsible for reviewing the Company’s incentive compensation arrangements to ensure that they are balanced with respect to risk, have effective controls and are compatible with regulatory guidance The Company’s compensation program is designed to mitigate risk by: (1) providing

TABLE OF CONTENTS

competitive non-performance-based salaries, retirement and fringe benefits, (2) incorporating cash incentives to reward current successes, in relation to forecast performance derived from the Strategic Plan, and (3) including long-term incentives in the form of stock awards and performance-based shares, as well as maintaining stock ownership and retention requirements, to sustain focus on long-term shareholder value.

In ~~addition,~~2021, in accordance with best practices, the Compensation Committee engaged McLagan to conduct a risk assessment of the Company’s incentive compensation arrangements. In performing its risk assessment, McLagan considered principles of sound incentive compensation practices. The goal of the assessment was to evaluate whether the Company was in line with evolving regulatory expectations and market practices. The review included an evaluation of the design features of each plan, the governance and oversight aspects of each plan, the mix of cash and equity incentives opportunities, the use of performance metrics, the performance periods and time horizon of each plan, the various termination provisions associated with the plans, and other dimensions of the plans deemed relevant for the risk review process. McLagan reviewed the results of its assessment with the Committee and with management. Based on the results of the independent assessment by McLagan and the assessment of risks by the Committee, the Board has determined that the Company’s compensation ~~philosophy is~~policies, practices and programs do not promote excessive risk taking or pose risks that are reasonably likely to have a material adverse effect on the Company.

Role of Management in Compensation Decisions

In order for the Compensation Committee to make decisions regarding base salary, annual and long-term incentives, and other aspects of the Company’s benefit programs, the CEO, the President and the director of human resources are asked to provide ~~retirement benefits that are competitive with market practice.~~

~~We have considered the most recent shareholder say-on-pay advisory vote in determining compensation policies~~input on corporate objectives and decisions. In light of strong stockholder support, the Committee concluded that no material revisions were necessary to our executive officer 2019 compensation program. The Committee annually assesses the Company’s compensation program to ensure alignment with the strategic plan and overall risk profile.

~~Risk Assessment Process to Determine Covered Employees~~

Our management has reviewed all job positions to determine which positions have the ability to expose us to material risks. In determining whether an employee, or group of employees, may expose us to material risk, management considered the full range of inherent risks arisingindividual performance. Input from or generated by, the employees’ activities, including Credit/Asset Quality, Asset Liability/Interest Rate Risk, Liquidity, Operational/Transactional, Compliance/Legal, Reputation and Strategic risks.

~~Risks are~~these individuals is considered to be ~~material if they are material to~~suggestions and recommendations for the ~~Company or Bank, or a business line or operating unit of the Bank that is itself material to the Company or Bank.~~

~~Principle 1: Balanced Risk Taking Incentives~~

~~All covered employees’ incentive plans were evaluated to determine if the plans appropriately balance risk and financial results in a manner that does not encourage imprudent risks.~~

~~Principle 2: Compatibility with Effective Controls and Risk Management~~

Compensation Committee’s consideration. The Bank’s risk management processes and internal controls reinforce and support the development and maintenance of balanced incentive compensation arrangements. These processes and controls include documentation to permit an audit of the effectiveness of the Bank’s process for establishing, modifying and monitoring incentive compensation arrangements.

~~Principle 3: Strong Corporate Governance~~

Our incentive compensation plans are supported by strong corporate governance, including active and effective oversight by the Committee and Board. In addition, the Committee reviews all incentive plans and has hired an independent compensation consultant, McLagan, to assess the incentive compensation arrangements for compliance with SICP. The Committee receives information and analysis from McLagan and management to allow the Committee and Board to assess

~~- 18 -~~

~~whether the overall design and performance of the incentive compensation arrangements are consistent with the Company’s and Bank’s safety and soundness.~~

~~Role of CEO in Compensation Decisions~~

~~The CEO does~~NEOs do not attend portions of the Compensation Committee ~~and Board~~ meetings during which ~~his~~their individual performance is being evaluated or ~~his~~their compensation is being determined. The CEO ~~provides recommendations to the Committee and Board on the other NEOs compensation. The Committee recommends,~~ and the ~~Board approves, all compensation decisions for the CEO as well as the other NEOs and approves recommendations regarding equity awards to certain officers of the Company. The NEOs~~President annually review the performance and ~~recommend~~determine the compensation for senior management of the Company who are not NEOs.

Setting Executive Compensation

Based on the foregoing philosophy and objectives, the Compensation Committee has structured the Company’s annual and long-term incentive-based cash and equity compensation to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals. In furtherance of this, McLagan’s annual review provides the Compensation Committee with relevant market data and alternatives to consider when making compensation decisions for the NEOs and on the recommendations being made by the Company’s management for other key executives. In making compensation decisions, the Compensation Committee compares each element of total compensation against a peer group of publicly-traded financial institutions that are comparable in asset size ~~and performance~~ (collectively, the “Compensation Peer Group”). ~~When selecting the peer group, peer bank performance is taken into consideration.~~ The key ~~performance~~ measures used in selecting the Company’s 2021 peer group ~~are:~~were:

Asset Size

Geographic Location

Loan Portfolio Focused on Commercial Lending

TABLE OF CONTENTS

~~Asset Size~~

~~Geographic Location~~

~~Return on Average Equity (“ROAE”)~~

~~Non-Performing Assets as a Percentage of Total Assets~~

~~Loan Portfolio Focused on Commercial Lending~~

The Compensation Peer Group was reviewed by the Compensation Committee in ~~2018,~~2021 and, ~~changes~~generally, was the same peer group used by the Compensation Committee in 2020 to help establish post-Merger compensation levels. Changes were made to ~~replace~~substitute previous peer banks that were ~~acquired.~~involved in mergers. Not all companies in the Compensation Peer Group reported data for each of our executive positions. The 2224 companies comprising the Compensation Peer Group used to set fiscal year ~~2019~~2021 pay levels ~~and to assess relative total shareholder return for 2019 PSU grants for the NEOs follows:~~

were:


Compensation Peer Group
~~Access National~~	Atlantic Union Bankshares Corporation			Independent Bank Corp.	~~First of Long Island Corporation~~
~~Blue~~	Berkshire Hills Bancorp, Inc.		~~Flushing Financial Corp.~~	Investors Bancorp, Inc.
	Brookline Bancorp, Inc.		~~Hingham Institution for Savings~~
~~Bryn Mawr Bank Corp.~~		~~Kearny Financial Corp.~~
~~Camden National Corporation~~		Lakeland Bancorp, Inc. ⁽¹⁾
~~Century Bancorp~~	Columbia Financial, Inc.		~~Meridian Bancorp Inc.~~
~~CNB Financial Corp.~~		OceanFirst Financial Corp.
	ConnectOne Bancorp, Inc. ⁽¹⁾		~~Oritani Financial Corp.~~	Park National Corporation
~~Dime Community Bancshares,~~	Customer Bancorp, Inc.		~~Peapack-Gladstone~~	Provident Financial Services, Inc.
	Eagle Bancorp, Inc.			S&T Bancorp, Inc.
	First Commonwealth Financial Corporation			Sandy Spring Bancorp, Inc.
~~Enterprise~~	First Financial Bancorp.			TowneBank
	First Midwest Bancorp, Inc.		~~Univest~~	United Bankshares, Inc.
	Flushing Financial Corporation ~~of Pennsylvania~~			WesBanco, Inc.
	Fulton Financial Corporation			WSFS Financial Corporation

Market compensation comparisons were based primarily on information from the Compensation Peer Group. Market data was aged by an annualized factor of 3.0% to adjust for the historical nature of the data.

(1)
These banks were added to the peer group in July 2021 based on their geographic location and size

Each NEO’s current compensation was compared to ~~the median of~~ the applicable benchmark position within the Compensation Peer Group. ~~Overall base pay and the targeted level of total direct compensation was competitive with the market median (+/- 15% on average).~~ A significant percentage of total compensation is allocated to incentives as a result of the philosophy mentioned above. The Compensation Committee’s recommendations on granting restricted stock awards are based on

~~- 19 -~~

the evaluation of the Company’s performance in connection with year-end results ~~the individual’s accomplishments~~ and the ~~position held by the individual.~~

~~2019~~Compensation Committee’s discretion.

2021 Executive Compensation Components

For fiscal year ended December 31, ~~2019,~~2021, the principal components of compensation for NEOs were:

Base salary

Annual cash incentive compensation

Long term equity incentive compensation

Retirement benefits and perquisites

Employment and change in control employment agreements

~~Base salary~~

Our compensation program consists of three primary components: (i) base salary, (ii) cash-based, annual incentive awards (“AIP”), and (iii) equity-based, long-term incentive awards (“LTIP”). We also offer certain retirement and other benefits. During 2021, the Company was a party to employment agreements with Messrs. O’Connor, Lubow, Reddy, Gunther and McCaffery, and a party to a change in control employment agreement with Ms. Schaubeck. In addition, all NEOs were parties to retention and award agreements with the Company. The target pay mix for the CEO and average NEO for 2021 is illustrated in the following charts:

~~Short term incentive program~~

~~Long term equity incentive compensation~~

~~Retirement and other benefits~~

~~Perquisites and other personal benefits~~

Base Salary

The Company provides NEOs and other employees with base salary to compensate them for services rendered during the fiscal year. Base salary ranges for NEOs are determined for ~~each~~each- executive based on his or her position and responsibility by using market data. ~~Base salary ranges are designed so that salary opportunities for a given position will generally reflect +/- 15% of the market 50~~th ~~percentile.~~ The annual salary of the NEOs is reviewed annually by the ~~Committee and Board of Directors.~~Compensation Committee. Base salaries for the NEOs for ~~2019~~2021 and ~~2018 follows:~~

2020 follow:

2019

2018

% Change

Kevin M. O’Connor

$
700,000

$
625,000

12%

John M. McCaffery

$
375,000

$
350,000

7%

Howard H. Nolan

$
365,000

$
350,000

4%

Kevin L. Santacroce

$
365,000

$
350,000

4%

James J. Manseau

$
330,000

$
330,000

-%

2021

2020

% Change

Kevin M. O’Connor

$900,000

$750,000

20.0%

Stuart H. Lubow⁽¹⁾

$700,000

n/a

n/a

Avinash Reddy⁽¹⁾

$500,000

n/a

n/a

Conrad J. Gunther⁽¹⁾

$440,000

n/a

n/a

Patricia M. Schaubeck⁽¹⁾

$350,000

n/a

n/a

John M. McCaffery⁽²⁾

$500,000

$390,000

28.2%

Howard H. Nolan⁽³⁾

$375,000

$375,000

0.0%

(1)
Messrs. Lubow, Reddy and Gunther and Ms. Schaubeck commenced employment with the Company effective with the closing of the Merger on February 1, 2021.
(2)
Mr. McCaffery’s employment with the Company terminated without Cause on June 14, 2021.
(3)
As of the closing of the Merger on February 1, 2021, Mr. Nolan’s employment agreement with the Company was cancelled pursuant to the terms of a settlement and release agreement, which is described in more detail below. Mr. Nolan performed consulting services for the Company from February 2, 2021 to June 30, 2021.

The increases in ~~2019~~2021 base salaries addressed individual performance as well as the general shortfall to market and brought the NEOs into a competitive range of base salaries paid to comparable positions in the ~~peer group. Mr. O’Connor’s increase of 12% also reflects that he did not receive~~Peer Group.

2021 AIP

Our 2021 AIP provides the NEOs with the opportunity to earn an ~~increase in his salary in 2018.~~

~~Short Term Incentive Program~~

Each NEO has an incentive opportunity defined by a target incentive and range that is based on their role and competitive market practice. Incentive targets/ranges are expressed as a percentage of base salary and determined based on competitive market practice for similar roles in similar organizations. These target incentive awards for 2019 were not increased over the incentive opportunities established for 2018.The Board established the financial performance targets to be used in establishing awards under the STIP for fiscal 2019, as well as the percentage of base salary that can be earned by each category of officerannual cash award based on the achievement of ~~targets.~~pre-defined corporate goals and by consideration of other discretionary items. The objectives of the 2021 AIP are to align annual incentive compensation with financial benchmarks set forth in the Company’s 2021 Strategic Plan, ~~is structured as follows:~~


	~~Weighing %~~
~~Board Defined “Absolute” Goals~~
~~Profitability~~
~~EPS~~	25	%
~~Adjusted Operating Expense to Average Assets~~	25	%
	50	%
~~Growth~~
~~Deposits~~	20	%
~~Loans~~	20	%
	40	%
~~Asset Quality~~
~~NPA to Assets~~	10	%

~~Total~~	~~100~~	%

~~- 20 -~~

~~The “absolute” goals are established~~previously adopted by the Board, encourage teamwork and collaboration, and to motivate and reward the achievement of specific, measurable performance objectives.

The Target levels for the 2021 AIP were based on the Board approved Company budget for 2021 and were consistent with the Company’s goals for profitability and deposit growth at the time of the Merger announcement and the Merger closing.

The following table sets forth the performance metrics under the 2021 AIP. The Adjusted PPNR/Average Assets and the Non-Interest Deposits/Deposits ratios are the “Corporate Factors.” Corporate Factors represent 70% of the AIP opportunity.

Metric	Weighting	Threshold	Target	Stretch
Adjusted PPNR / Average Assets⁽¹⁾	35%	1.35%	1.50%	1.65%
Average Non-Interest Deposits / Deposits	35%	32.0%	35.0%	38.0%
Discretion	30%	—	—	—

(1)	Adjusted PPNR = adjusted pre-tax, pre-provision revenue. Excludes net interest income from SBA PPP, gains from sales of securities and other assets, Merger-related expenses, branch closure expenses, expenses related to termination of borrowings, and other one-time items.

In addition to the Corporate Factors, the Compensation Committee may consider discretionary measures in finalizing 2021 AIP payouts: Regulatory Compliance, Status of Core and Ancillary Systems Conversions, Cybersecurity Risk and Response, Community Investment, Liquidity Compliance, Stock Price Performance, and Employee Engagement and Development. These supplemental factors comprise 30% of the AIP opportunity.

The Compensation Committee believes that the 2021 AIP should balance risk-taking with performance. Therefore, the Compensation Committee maintains a risk-based capital performance gate/trigger. If the Consolidated Company Total Risk-Based Capital ratio is below 10.5% at year-end, bonus payments will be reduced to zero.

Each performance metric has a weighting and a range of performance that determines the payouts. Incentives pay out at a reduced level (i.e. 50% of Target) for Threshold performance, at 100% for Target performance, and at higher level (i.e. 150% of Target) for Stretch performance. Performance below Threshold will be zero. Performance in between levels is interpolated to reward incremental performance.

The table below summarizes the incentive opportunities for the NEOs for the 2021 plan year⁽¹⁾:

Name and Principal Positions	Salary ($)	Threshold Payout ($) and % of Salary	Target Payout ($) and % of Salary	Stretch Payout ($) and % of Salary
Kevin M. O’Connor CEO	$900,000	$450,000	$900,000	$1,350,000
Kevin M. O’Connor CEO		50.0%	100.0%	150.0%
Stuart H. Lubow President and COO	$700,000	$350,000	$700,000	$1,050,000
Stuart H. Lubow President and COO		50.0%	100.0%	150.0%
Avinash Reddy SEVP and CFO	$500,000	$112,500	$225,000	$337,500
Avinash Reddy SEVP and CFO		22.5%	45.0%	67.5%
Conrad J. Gunther SEVP and CLO	$440,000	$99,000	$198,000	$297,000
Conrad J. Gunther SEVP and CLO		22.5%	45.0%	67.5%
Patricia M. Schaubeck EVP and General Counsel	$350,000	$61,250	$122,500	$183,750
Patricia M. Schaubeck EVP and General Counsel		17.5%	35.0%	52.5%

(1)	Messrs. McCaffery and Nolan did not meet the eligibility requirements to participate in the 2021 AIP as they terminated employment during the plan year.

Results of the Corporate Measures relative to the pre-established objectives were as follows:

Corporate Measures	Weight	Threshold (50%)	Target (100%)	Stretch (150%)	Actual Results	Bonus at Target ($)	Total Permitted Bonus ($)	Weighted Result
Adjusted PPNR/Average Assets⁽¹⁾	50%	1.35%	1.50%	1.65%	1.66%	$750,925	$1,126,388	150.0%
Average Non-interest Deposits/Average Deposits⁽²⁾	50%	32.00%	35.00%	38.00%	37.92%	$750,925	$1,116,619	148.7%
TOTAL						$1,501,850	$2,243,007	149.3%

(1)	For the nine months ended December 31, 2021. Excludes net interest income from PPP Loans, gains from sales of securities and other assets, Merger-related expenses, branch closure expenses, expenses related to termination of borrowings, and other one-time items.

(2)	Average for the quarter ended December 31, 2021.

Since the Merger closed in the middle of the first quarter of 2021, the financial statements for the Company for the first quarter of 2021 did not include a full quarter of operations of Legacy Bridge. As such, the Compensation Committee determined that the starting point of the measurement period should begin on April 1, 2021 (for the Adjusted PPNPR/Average Assets ratio) to capture 100% of the operating results of the combined entity.

As permitted by the 2021 AIP, the Compensation Committee also considered each NEO’s contribution to the following discretionary factors in determining each NEO’s 2021 AIP payment.

(1)	Regulatory Compliance. As a result of the Merger, total assets of the Company exceeded $10 billion resulting in enhanced regulatory expectations. Since the closing of the Merger, the Company and the Bank maintained full regulatory compliance.

(2)	Status of Core and Ancillary Systems Conversions. The conversion of the Bank’s core system and other ancillary systems post- Merger were completed in a timely manner and with no notable customer disruption.

(3)	Cybersecurity Risk and Response. The Bank continues to prioritize cyber risk and manages the increased risk of ransomware and other sophisticated threats.

(4)	Community Reinvestment. The Bank exceeded its lending, community development lending, 1-4 family lending, and qualified investment Community Reinvestment Act goals.

(5)	Liquidity Compliance. Management operated the Company with appropriate liquidity levels in 2021 while managing the net interest margin.

(6)	Stock Price Performance. The Company outperformed the median stock performance of its peer group since the Merger, as shown in the following table:

	Stock Price Performance (January 31, 2021* – December 31, 2021)
	Dime Community Bancshares, Inc.			43.3%
	Median of Peer Group ⁽¹⁾			31.9%

*	The Merger closed on February 1, 2021.

(1)

Peer group includes: Atlantic Union Bankshares Corporation, Berkshire Hills Bancorp Inc., Brookline Bancorp Inc., Columbia Financial Inc., ConnectOne Bancorp Inc., Customer Bancorp Inc., Eagle Bancorp Inc., First Commonwealth Financial Corporation, First Financial Bancorp, Flushing Financial Corp., Fulton Financial Corp., Independent Bank Corp., Lakeland Bancorp, Inc., OceanFirst Financial Corp., Park National Corporation, Provident Financial Services, Inc., S&T Bancorp Inc., Sandy Spring Bancorp Inc., TowneBank, United Bankshares, Inc., WesBanco Inc. and WSFS Financial Corporation. Does not include First Midwest Bancorp Inc. and Investors Bancorp Inc due to their announced merger transactions in 2021.

(7)

Employee Engagement and Development. The Bank conducted an employee engagement survey and based on the results of the survey put in place various initiatives such as employee focus groups, quarterly officer meetings. targeted employee meetings, and the alignment of performance reviews to the Company’s Mission, Vision, Values and Purpose statement.

After considering the above, the Compensation Committee concluded that the NEOs outperformed in the discretionary metric of the 2021 AIP which warranted payout at 120%.

Based upon the overall financial results and evaluation of the discretionary measures, in finalizing 2021 AIP payouts, the Compensation Committee approved the annual incentive payments in the table below. These amounts are noted in the column, “Non-Equity Incentive Plan Compensation,” in the Summary Compensation Table below.

Name	Target ($)	Corporate Performance Achieved (70% Weight) (149.3% of Target) ($)	Discretionary Factors (30% Weight) (120% of Target) ($)	Total 2021AIP Payment ($)	Total Payment as a % of Target
Kevin M. O’Connor	$900,000	$940,902	$324,000	$1,264,902	140.5%
Stuart H. Lubow	$700,000	$731,813	$252,000	$983,813	140.5%
Avinash Reddy	$225,000	$235,226	$81,000	$316,226	140.5%
Conrad J. Gunther	$198,000	$206,999	$71,280	$278,279	140.5%
Patricia M. Schaubeck	$122,500	$128,067	$44,100	$172,167	140.5%
Total for NEOs	$2,145,500	$2,243,007	$772,380	$3,015,387	140.5%

2021 LTIP

The 2021 LTIP is designed to support the Company's pay for performance philosophy and reward the participants for creating long-term shareholder value. The program is designed to reward executives for driving long-term, sustained performance and to align executives with shareholder interests through performance goals and focus on shareholder value appreciation.

The 2021 LTIP consists of a combination of time-vested restricted stock and performance-vested restricted stock (i.e., performance shares) as follows:

Performance-vested Restricted Stock Awards - PRSAs (60% of Target award value) reward future performance; awards are paid out based on achievement of pre-defined performance goals. Grants are earned and cliff vest after three years based on actual performance against defined performance goals.

Time-vested Restricted Shares Awards - RSAs (40% of Target award value) support our goals to encourage stock ownership and align executives with shareholder interests. Grants vest ratably over three years (33% per year).

The table below reflects the performance metrics selected for the PRSAs for the 2021-2023 performance cycle. Once the defined threshold level of performance is achieved, payouts can vary from 50% of the goal for the Threshold level of performance to a maximum payout of 150% of the goal for Stretch performance. Performance in between levels is interpolated to reward incremental performance. TSR performance will be measured based on the ~~year~~Company’s performance relative to constituents of the KBW Regional Banking Index.

Metric	Weighting	Threshold	Target	Stretch
Total Shareholder Return⁽¹⁾	30%	25^th percentile	50^th percentile	75^th percentile
Adjusted Efficiency Ratio⁽¹⁾⁽²⁾	35%	55%	51%	47%
Average Non-Interest Bearing Deposits / Total Deposits⁽³⁾	35%	35%	40%	45%

(1)	Measurement period is from April 1, 2021 through December 31, 2023.

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

(3)	Average for the quarter ended December 31, 2023.

The Target level for the 2021 LTIP for the Adjusted Efficiency Ratio was based on the Board approved Company budget for 2021-2023. The Compensation Committee deemed the Adjusted Efficiency Ratio as an important driver of longer-term shareholder performance, as it balances the achievement of revenue growth with appropriate expense control.

The Target level for Average Non-Interest Bearing Deposits to Total Deposits was based on the Board approved Company budget for 2021-2023 and the Company’s stated goal to grow non-interest bearing deposits to total deposits to the 40% level by the end of a 3-year time horizon. The Target metric for the LTIP for Average Non-Interest-Bearing Deposits of 40% (for the quarter ended December 31, ~~2019. The Board retains an additional 20% discretion. The “Adjusted” Operating Expense to Average Assets goal~~2023) was significantly above ~~is consistent with~~ the ~~adjusted measures presented~~Target metric for the 2021 AIP of 35% (for the quarter ended December 31, 2021), and reflects sustained and robust growth in deposits over a multi-year time frame.

Since the Merger closed in the Company’s 2019 earnings release and excludes amortization of other intangible assets. For each performance goal, the Board established three performance levels; Threshold, Target and Maximum Performance. Additionally, for each individual performance goal, up to 150%middle of the ~~goal weighting can be achieved. However,~~first quarter of 2021, the ~~total STIP award is capped at~~financial statements for the ~~maximum %~~Company for the first quarter of ~~base salary for each NEO. The payout opportunities as~~2021 did not include a %full quarter of ~~base salary noted below are consistent with 2018. In order to earn a minimum payout,~~operations of Legacy Bridge. As such, the ~~Company’s performance achievement must equal or exceed the threshold level. If none of the performance criteria are achieved, no short term incentive is earned under the Plan. However, the~~Compensation Committee ~~may at its discretion, recommend to the Board awards it considers reasonable. For 2019, Bridge Bancorp’s performance achievement was as follows:~~

BDGE

Achievement

Absolute

Threshold

Target

Max

BDGE at

% of Max

Weighted

Measures

Weightings

50% of Target

100% of Target

150% of Target

12/31/19

Achieved

% of Max

Profitability

EPS

25
%
$
2.57

$
2.71

$
2.85

$
2.59

54
%
13
%
Adjusted Operating Expenses/Average Assets

25
%

2.12
%

2.03
%

1.93
%

2.02
%
82
%
21
%

50
%











34
%
Growth















Deposits

20
%

7.50
%

8.50
%

9.40
%

—
%
—
%
—
%
Loans

20
%

10.00
%

11.50
%

13.20
%

12.40
%
115
%
23
%

40
%

23
%
Asset Quality

NPA to Assets

10
%

0.40
%

0.30
%

0.20
%

0.09
%
150
%
15
%

Quantitative measures

100
%











72
%

Board Discretion











20
%

Total Achievement











92
%

~~The Company’s achievement reflects certain adjustments to reported results. The Adjusted Operating Expense to Average Assets excludes the amortization of other intangibles.~~The Board awarded 20% of the discretionary component in consideration of the impact of certain strategic decisions on the reported results, including the intentional run-off of higher cost broker and 1031 deposits and the sale and runoff of lower yielding investments. The Board determined STIP was awarded at 92% achievement (equivalent to 138% of target) inclusive of 20% board discretion and resulted in the following payout as a percentage of base salary for each NEO:

Payout Opportunity as a % of Base Salary

Actual Payout

NEO

Threshold %

Target %

Maximum %

% of Base Salary

Kevin M. O’Connor

30
%
60
%
90
%
83
%
John M. McCaffery

20
%
40
%
60
%
55
%
Howard H. Nolan

20
%
40
%
60
%
55
%
Kevin L. Santacroce

20
%
40
%
60
%
55
%
James J. Manseau

20
%
40
%
60
%
55
%

As described in the proxy filed in 2019, the 2018 Plan had five absolute performance goals determined by the Board; adjusted return on average equity, adjusted earnings per share, adjusted operating expense to average assets, deposit growth

~~- 21 -~~

and non-performing assets as a percentage of total assets. The Company achieved 62% of the maximum incentive opportunity in 2018 (equivalent to 93% of target) and these results determined the dollar value of the short term equity awards granted in 2019.

~~In order to further ensure that the Company’s compensation programs do not encourage undue and unnecessary risks and promote a long-term outlook by the CEO, the Committee and Board~~ determined that the ~~amount earned under~~starting point of the ~~STIP will be paid partially in cash~~measurement period should begin on April 1, 2021 (for the Total Shareholder Return and ~~partially in restricted stock awards. For 2019,~~Adjusted Efficiency ratio) to capture 100% of the ~~CEO STIP award was paid out 80% cash and 20% restricted stock awards.~~ operating results of the combined entity.

The ~~other four NEO received their STIP awards in 100% cash, consistent with peers. For 2018, STIP awards~~table below summarizes the incentive opportunities for all NEOs were paid out 80% cash and 20% restricted stock awards. For 2019, each restricted stock award granted in 2020 vests ratably over three years. Dividends are paid on unvested restricted stock awards. The incentive compensation earned bythe NEOs for the ~~years ended December 31, 2019 and 2018, respectively, reflecting~~2021 plan year⁽¹⁾:

Name and Principal Positions	Salary ($)	Threshold Payout ($) and % of Salary	Target Payout ($) and % of Salary	Stretch Payout ($) and % of Salary
Kevin M O’Connor CEO	$900,000	$292,500	$585,000	$877,500
Kevin M O’Connor CEO	—	32.5%	65.0%	97.5%
Stuart H. Lubow President and COO	$700,000	$175,000	$350,000	$525,000
Stuart H. Lubow President and COO	—	25.0%	50.0%	75.0%
Avinash Reddy SEVP and CFO	$500,000	$87,500	$175,000	$262,500
Avinash Reddy SEVP and CFO	—	17.5%	35.0%	52.5%
Conrad J. Gunther SEVP and CLO	$440,000	$77,000	$154,000	$231,000
Conrad J. Gunther SEVP and CLO	—	17.5%	35.0%	52.5%
Patricia M. Schaubeck EVP and General Counsel	$350,000	$61,250	$122,500	$183,750
Patricia M. Schaubeck EVP and General Counsel	—	17.5%	35.0%	52.5%

(1)	Messrs. McCaffery and Nolan did not meet the eligibility requirements to participate in the 2021 LTIP as they terminated employment during the plan year.

Prior to the ~~impact~~closing of ~~performance achievements is as follows:~~

Incentive Compensation Earned for the Years Ended December 31,

2019

2018

Restricted

Restricted


Cash

Stock

Total

Cash

Stock

Total
Kevin M. O'Connor

$
463,680

$
115,920

$
579,600

$
209,280

$
52,320

$
261,600
John M. McCaffery

$
207,000

$
—

$
207,000

$
104,160

$
26,040

$
130,200
Howard H. Nolan

$
201,500

$
—

$
201,500

$
104,160

$
26,040

$
130,200
Kevin L. Santacroce

$
201,500

$
—

$
201,500

$
104,160

$
26,040

$
130,200
James J. Manseau

$
182,200

$
—

$
182,200

$
49,104

$
12,276

$
61,380

~~The 2018~~the Merger, consistent with past Legacy Bridge practice, Mr. O’Connor received 100% time-vested restricted stock awards ~~noted~~ in ~~the table above are included in the 2019 Summary Compensation Table~~January 2021 under the ~~heading “Stock Awards.”~~

Legacy Bridge 2021 Long Term Stock Incentive Program

based on his pre-Merger target long-term incentive of $450,000. The ~~2012 Stock-Based Incentive Plan (“2012 Equity Incentive Plan”), which was approved by~~restricted shares vest ratably over four years. Prior to the ~~Company’s stockholders at~~closing of the ~~2012 Annual Meeting of Stockholders, gives the Board the latitude to provide incentives~~Merger, Messrs. Lubow, Reddy and ~~rewards to employees~~Gunther and Directors who are largely responsible for the success and growth of Bridge Bancorp, Inc. and its affiliates, and to assist all such entities in attracting and retaining experienced and qualified Directors, executives and other key employees.

~~In May 2019, the Company’s shareholders approved the Bridge Bancorp, Inc. 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”), which provides for the~~Ms. Schaubeck did not receive a grant of ~~stock-based~~equity in 2021 for 2021 performance. In July 2021, the Compensation Committee awarded restricted stock to the NEOs under the 2021 LTIP: Mr. O’Connor – 65% of base salary, or $585,000; Mr. Lubow - 50% of base salary, or $350,000; Mr. Reddy – 35% of base salary, or $175,000; Mr. Gunther – 35% of base salary, or $154,000; and ~~other~~Ms. Schaubeck – 35% of base salary, or $122,500. To better align the composition of Mr. O’Connor’s total 2021 long-term incentive award between time-vested and performance-based awards as provided under the 2021 LTIP, the long-term incentive award to Mr. O’Connor in July 2021 was 100% performance-based. The long-term incentive awards to ~~officers, employees~~the remaining NEOs was split 60% performance-based and ~~directors~~40% time-vested in accordance with the terms of the ~~Company.~~2021 LTIP. The ~~2019 Equity Incentive Plan superseded~~time-vested restricted shares vest ratably over three years. In addition, the ~~Bridge Bancorp, Inc. 2012 Stock-Based Incentive Plan (the “2012 Equity Incentive Plan”).~~ Compensation Committee deducted Mr. O’Connor’s January 2021 grant of $450,000 from the full updated equity award opportunity of $585,000, thereby resulting in an equity grant to Mr. O’Connor in July 2021 of $135,000, which was all performance-based.

The maximum number of shares of stock, in the aggregate, that may be granted under the 2019 Equity Incentive Plan as stock options, restricted stock, or restricted stock units is 370,000 plus the number of shares of stock which have been reserved but not issued under the 2012 Equity Incentive Plan, and anyfollowing awards ~~that are forfeited under the 2012 Equity Incentive Plan after the effective date of the 2019 Equity Incentive Plan. No further grants will be~~were made under the ~~2012 Equity Incentive Plan. Currently outstanding grants under~~2021 LTIP.

	Performance-based	Time-vested
Name	PRSA ($)⁽¹⁾	Number of Shares of RSA (#)	Grant Date Fair Value of RSAs ($)⁽²⁾	Total Value ($)
Kevin M. O’Connor	$134,983	17,321	$450,000	$584,983
Stuart H. Lubow	$210,000	4,158	$140,000	$350,000
Avinash Reddy	$104,983	2,079	$70,000	$174,983
Conrad J. Gunther	$92,390	1,829	$61,582	$153,972
Patricia M. Schaubeck	$73,468	1,455	$48,990	$122,458

(1)	Assuming vesting of performance-based shares at the maximum level, the grant date fair value of these performance-based awards at $33.67 per award would have been as follows: Mr. O’Connor $202,491, Mr. Lubow $314,983, Mr. Reddy $157,475, Mr. Gunther $138,586, and Ms. Schaubeck $110,236.

(2)

For Mr. O’Connor, the number of RSAs was calculated based upon a grant date fair value of $25.98 per share, the closing price of the Common Stock on January 8, 2021. For Messrs. Lubow, Reddy and Gunther and Ms. Schaubeck the number of RSAs was calculated based upon a grant date fair value of $33.67 per award, the closing price of the Common Stock on July 1, 2021.

Merger-Related Compensation

At the ~~2012 Equity~~closing of the Merger on February 1, 2021, the NEOs received cash transaction bonuses to reward for the successful completion of the transaction in the following amounts: Mr. O’Connor, $750,000, Mr. Lubow, $750,000, Mr. Reddy, $500,000, Mr. Gunther $500,000, and Ms. Schaubeck, $225,000. These amounts are noted in the column, “Non-Equity Incentive Plan ~~will not be affected.~~

The number of shares of common stock of Bridge Bancorp, Inc. available for stock-based awards under the 2019 Equity Incentive Plan is 370,000 plus 162,738 shares that were remaining under the 2012 Equity Incentive Plan. At December 31, 2019, 526,518 shares remain available for issuance, ~~including shares that may be granted~~Compensation,” in the ~~form of stock options, RSAs, or RSUs.~~

Stock options may be either incentive stock options, which bestow certain tax benefits on the optionee, or non‑qualified stock options, not qualifying for such benefits. All options have an exercise price that is not less than the market value of the Company’s Common Stock on the date of the grant. Historically, stock based awards under the Company’s plans have either been stock options or shares of restricted stock (which are shares of Common Stock that are forfeitable and are subject to restrictions on transfer prior to the vesting date).

The vesting of restricted stock depends upon the executives continuing to render services to the Company. Restricted stock awards carry dividend and voting rights from the date of grant. Restricted shares are forfeited if the award holder departs

Summary Compensation Table below.

~~- 22 -~~

the Company before vesting. Options have no value unless the Company’s stock price rises over time, and the value of restricted shares over time also is directly proportionate to the market value of the Company’s stock. The Committee’s recommendations on granting options and restricted stock awards are based on the evaluation of the Company’s performanceAlso in connection with ~~year end results,~~ the ~~individual’s accomplishments, the position held by the individual and the individual’s overall compensation compared to the Company’s compensation peer group.~~

~~In 2014, the Committee and Board re-designed the LTI Plan for~~Merger, on February 1, 2021, the NEOs ~~to include performance based awards. The awards are discretionarily determined by~~received a restricted stock award grant with the ~~Committee and Board within a specified target range of between 30‑60% of salary. The LTI Plan includes 60% performance based awards and 40% time vested awards.~~

~~For 2019 and 2018, the performance based awards are in the form of 30% PSUs and 30% premium priced stock options. The PSUs~~following values, to cliff vest ~~contingent upon~~on the ~~achievement~~one year anniversary of the ~~Board established 3 year EPS goals, which are aligned with budget~~Merger: Mr. O’Connor, $749,976, Mr. Lubow, $499,993, Mr. Reddy, $249,984, Mr. Gunther $249,984, and ~~the strategic plan. Threshold achievement is required~~Ms. Schaubeck, $112,490. Each NEO also received a one-time equity grant to earn any PSUs. Performance achievement between threshold and target and target and maximum is interpolated based on actual performance. PSUs can be earned between 0% and 150% of the target value and are subject to an additional adjustment up or down 20% based upon the Company’s 3 year TSR relative to peer banks. The stock options vest ratably over three years commencing on the two-year anniversary of the Merger, with the following values: Mr. O’Connor, $1,169,978, Mr. Lubow, $699,995, Mr. Reddy, $349,997, Mr. Gunther $349,997, and reflect an exercise price at a 10% premium to the closing price at the date of grant—a design feature intended to provide rewards to executives only when the Company’s stock price increases meaningfully over time. The time vested awardsMs. Schaubeck, $209,988. These amounts are noted in the ~~form of RSUs and vest ratably over five years.~~

In 2017, the LTI Plan included 60% performance vested awards based on 3‑year relative TSR to the proxy peer group and 40% time vested awards. The performance based awards are subject to adjustment up or down based upon the Company’s 3 year TSR relative to peer banks with threshold achievement based on the 25th ~~percentile, target achievement based on the 50~~th ~~percentile and maximum achievement based on the 75~~th ~~percentile. The awards cliff vest in five years and require an additional two year holding period before the RSUs are delivered in shares of common stock.~~

Dividends on unvested PSUs and RSUs accrue to the executive in the form of additional PSUs and RSUs and are subject to forfeiture prior to vesting. The Summary Compensation Table includes the February 2019 grant of 13,255 in time vested RSUs, 9,050 in PSUs and 63,267 in premium priced stock options in each case relating to 2018 performance.

~~Realizable Compensation~~

The Committee does not believe that the Summary Compensation Table values adequately measures NEO compensation for the purpose of assessing pay-for-performance alignment. The Summary Compensation Table utilizes accounting conventions to estimate values of equity awards at the time of grant. As might be expected, these estimated values can differ significantly from the actual value that is ultimately earned from these awards.

For this reason, the Committee also considers “realizable compensation” which plays an important role in helping the Committee assess our compensation program’s alignment with shareowners’ long-term interests. It captures the impact of the Company’s current share price performance on previously granted equity awards. By using this end-of-year stock price, realizable compensation directly correlates the executive’s benefit with the return our shareowners received from

~~- 23 -~~

investing in our Common Stock over the same period. An illustration of this alignment over a three-year period from 2017 to 2019 is shown in the charts below for the CEO and in aggregate for the other NEOs, excluding our CEO:

~~(1)~~

~~Stock options are valued at the spread between the December 31, 2019 stock price of $33.53 and the option exercise price.~~

~~(2)~~

~~Performance Shares are valued at the December 31, 2019 stock price of $33.53, multiplied by the trending payout based on performance compared to peers on December 31, 2019.~~

~~(3)~~

~~Restricted stock is valued at the December 31, 2019 stock price of $33.53.~~

~~Also, unlike the Summary Compensation Table, realizable compensation excludes any change in the value of an executive’s pension benefits during the year. The change in pension value shown~~column, “Stock Awards,” in the Summary Compensation Table ~~does not represent actual payments~~below.

The major objective for these transaction and retention bonuses was to retain these senior executives in the merged entity as they were key to the successful integration and performance of the resulting entity from the Merger. The importance of the retention of executive management was heightened as the Merger was being negotiated and likely to close during the COVID-19 pandemic. Further, the resultant entity of the Merger would exceed $10 billion in assets, crossing the threshold for enhanced regulatory scrutiny whereby executive leadership would be ~~received upon retirement. It merely reflects the change between the current and prior year’s actuarial estimate~~even more critical. The Compensation Committees acknowledged that management strength is particularly important in a merger of pension benefits, based on actuarial assumptions and external economic factors such as fluctuating interest rates. These calculations do not necessarily correlate with the value of actual benefits receivedequals transaction and the ~~plan does not measure individual or Company performance as assessed~~goal in setting compensation for these key executives was to provide them with comprehensive, fair and reasonable compensation arrangements. These arrangements were compared to similar merger of equals transactions and a peer group analysis was provided by the ~~Committee~~Legacy Bridge Compensation Committee’s independent compensation consultant, McLagan. McLagan concluded that the proposed compensation was reasonable and ~~is therefore, in~~appropriate as compared to market, based upon market data and the ~~Committee’s view, irrelevant to the pay-for-performance assessment.~~

Realizable compensation also excludes other indirect compensation elements, such as Company contributions to the 401(k) Plan and our non-qualified deferred compensation plans, as well as auto fringe benefits. Since these elements are also not based on performance, the Committee does not consider them relevant to the assessmentasset size of the ~~CEO’s pay relative to his performance.~~

combined entity.

Retirement and Other Benefits

Legacy Dime maintained the Dime Community Bank KSOP (the “KSOP”), which was a defined contribution retirement plan under ERISA. The KSOP allowed individuals, including the NEOs, to supplement their retirement savings with elective deferral contributions that were matched at specified levels by Legacy Dime. The KSOP also provided for additional discretionary employer contributions, subject to Internal Revenue Code contribution limits. Immediately prior to the Merger, on January 29, 2021, the KSOP was terminated.

The Bank maintains athe 401(k) ~~plan (the “401(k) Plan”)~~Plan for the benefit of its employees. During ~~2019,~~2021, the Bank matched 100% of the employee’s contributions up to 1% of pay plus 50% of the employee’s contributions that exceed 1% but are less than 6% of pay (a maximum company match of 3.5% of pay). All employees, including the NEOs, can defer a minimum of 1% and a maximum of 100% of their annual income as long as the deferred compensation does not exceed Internal Revenue Service (IRS) limits. In addition, employees at Tier 2 and Tier 3 (Tiers described below) may receive a discretionary ~~profit sharing~~profit-sharing benefit.

No profit-sharing benefits were paid for 2021.

The Bank maintains a non-contributory, tax-qualified defined benefit pension plan (the “Pension Plan”) for eligible employees. All employees hired before October 1, 2012 that are at least age 21 and have completed at least one year of service are eligible to participate in the Pension Plan. The Pension Plan provides for a benefit for each participant according to the Tier the employee belongs to as outlined below. Compensation used to determine benefits are all wages, tips, and other compensation as reported on form ~~W‑2,~~W-2, such as any amounts which are treated as salary reduction contributions under a 401(k) plan, a cafeteria plan or a qualified flexible benefits plan. The Normal Benefit Form is a Single Life Pension

~~- 24 -~~

with 60 payments guaranteed. There are a number of optional forms of benefit available to the participants, all of which are adjusted actuarially. Participants are eligible for early retirement upon attaining age 55. As required by law, the Pension Plan is covered by the insurance program of the Pension Benefit Guaranty Corporation.

Tier 1 – NEOs and Certain Employees Who Met Specified Age and Service Requirements

These employees’ benefits under the Pension Plan are 1.50% of the participant’s average annual compensation multiplied by creditable service (up to 35 years); plus 1.00% of the participant’s average annual compensation multiplied by creditable service (in excess of 35 years); minus 0.49% of the participant’s average annual compensation in excess of Covered Compensation multiplied by creditable service (up to 35 years). The employee’s average annual compensation is determined using the highest average compensation during five consecutive years of employment or all years of employment, if less than five.

Tax Implications

Tax Deductibility of Executive Compensation

~~Under Section 162(m)~~

Prior to the implementation of the Internal Revenue Code, companies are subject to limits on the deductibility of executive compensation. Deductible compensation is generally limited to $1 million per year for each executive officer listed in the summary compensation table.

The Tax Cuts and Jobs Act of 2017 (the “Tax Act”), ~~enacted on December 22, 2017, significantly modified~~our compensation philosophy and policies generally took into account certain aspects of Section 162(m) of the Internal Revenue ~~Code. The~~Code when designing the compensation program for NEOs, to the extent the Compensation Committee determined appropriate, to maximize the deduction for compensation paid to the NEOs. Section 162(m) generally disallowed a federal income tax deduction for compensation over $1 million paid for any fiscal year to the Chief Executive Officer and specified other executive officers, subject to certain exceptions such as for “performance-based” compensation. As a result of the Tax Act, ~~eliminated~~we expect that the ~~“qualified performance-based compensation”~~

~~- 25 -~~

~~exception~~Company may no longer take an annual deduction for any compensation paid to ~~the deductibility limitation under Section 162(m) for tax years commencing after December 31, 2017. The Tax Act provides “grandfathered” treatment for qualified performance-based compensation~~covered employees in excess of $1 million ~~that meets~~per specified executive officers. Due to the ~~requirements~~continued importance and benefit to the Company and our shareholders of Section 162(m), is payable pursuant a written binding contract in effect as of November 2, 2017, and is not modified in any material respect. In addition, the Tax Act expands the definition of “covered employee” to include the principal financial officer as well as any employee who has been designated a covered employee for any fiscal year beginning after December 31, 2016.

~~Our restricted stock grants subject to performance vesting awarded during the fiscal years ending on and prior to December 31, 2017 are expected to continue to qualify as performance-based~~awarding compensation that is ~~exempt from~~structured to properly incentivize our executive officers, the ~~deductibility limitation under Section 162(m). A number of requirements must~~Compensation Committee believes that it is in our best interests to retain flexibility in awarding compensation, even if some awards may be ~~met for particular~~non-deductible compensation to qualify for tax deductibility, so there can be no assurance that the incentive compensation awarded will be fully deductible in all circumstances. Restricted stock grants made on and after January 1, 2018 will be subjectexpenses to the ~~tax deduction limitations under Section 162(m) of the Internal Revenue Code.~~

The Committee will consider the impact of the Tax Act on the design of the Company’s executive compensation programs going forward. However, in structuring compensation programs and making compensation decisions, the Committee considers a variety of factors, including the Company’s tax position, the materiality of the payments and tax deductions involved, and the objectives of the executive compensation programs and our compensation philosophy.

~~After considering these factors, the Committee may decide to authorize payments, all or part of which would be nondeductible for federal tax purposes.~~

Company.

Clawback Policy

~~In February 2009, the~~

The Compensation Committee has adopted a clawback policy to recover certain incentive payments including performance-based awards paid to the Company’s NEOs if (1) the payments or awards were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, and (2) the amount of the incentive compensation, as calculated under the restated financial results, is less than the amount actually paid or awarded under the original financial results.

Recovery may include reimbursement of the gross amount of the incentive payments, cancellation of equity awards, and/or reimbursement of any gains realized in the exercise of options and the vesting or sale of equity awards.

Stock Ownership Guidelines

The Board of Directors believes ~~that~~ it is in the best interests of its shareholders, and promotes the Company’s commitment to sound corporate governance, that every director and NEO possess a meaningful personal financial interest in the Company. In the opinion of the Board of Directors, such an investment commits the individual to the future of the Company and ~~its shareholders to align the financial~~aligns his/ her interests ~~of Company executives and directors~~ with those of the Company’s shareholders. ~~In March 2011, Stock Ownership Guidelines were implemented for NEOs and Directors of the Company that require the following~~The minimum ~~investment in Company~~ common ~~stock:~~

Directors:

$
100,000
NEOs:

One times (1.0x) annual base salary

~~Stock holdings are expected to~~stock ownership requirement must be ~~achieved~~satisfied within three ~~(3)~~ years of the ~~implementation~~later of adoption of, or becoming subject to, these guidelines. All directors and NEOs must retain ownership of 100% of shares received through the ~~ownership guidelines~~vesting of restricted stock or the ~~starting date~~exercise of stock options until he or she is in compliance with the ~~individual, whichever is later. Stock~~applicable, fully phased-in, minimum common stock ownership ~~for NEOs~~requirement. The Corporate Governance Committee periodically, however, no less than annually, reviews the compliance of each director and ~~Directors will be reviewed annually as part of the annual executive performance evaluation process and as part of the Board review.~~ NEO with these common stock ownership guidelines.

These guidelines ~~will~~ allow for extenuating circumstances and discretion in the evaluation process. The Compensation Committee shall be responsible for the periodic review of the policy. Any changes to the policy will require the approval of the Board of Directors. The Committee monitors Directors’ and executives’ ownership annually. As of December 31, ~~2019,~~2021, all ~~Directors~~directors and NEOs ~~have achieved their target~~were in compliance with the Company’s stock ~~ownership.~~

ownership guidelines or were within the three year period to achieve compliance.

The minimum stock ownership guidelines are:

	Directors:			Five times (5.0x) annual cash retainer
	CEO:			Five times (5.0x) annual base salary
	President:			Five times (5.0x) annual base salary
	Other NEOs:			Two times (2.0x) annual base salary

Pledging ~~Policy~~

and Anti-Hedging Policies

Directors, officers and other employees are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan. An exception to this prohibition may be granted where a person wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.

~~Anti-Hedging Policy~~

~~The Board has adopted a policy that prohibits~~

Also, directors, officers and other employees are prohibited from entering into any hedging, derivative or other equivalent transaction that is specifically designed to reduce or limit the extent to which declines in the trading

~~- 26 -~~

price of the Company ~~common stock~~Common Stock would affect the value of the shares of Company ~~common stock~~Common Stock owned by the director, officer or employee. This policy provides that examples of prohibited hedging transactions include (i) short sales of the Company ~~common stock~~Common Stock (the practice of selling a security borrowed from another), (ii) buying put options or selling call options relating to the Company ~~common stock,~~Common Stock, (iii) selling security futures contracts relating to Company ~~common stock,~~Common Stock, (iv) entering into prepaid variable forward sale contracts, equity swaps, or zero cost collars relating to the Company ~~common stock,~~Common Stock, and (v) contributing Company ~~common stock~~Common Stock to an exchange fund in exchange for an interest in the fund.

~~COMPENSATION COMMITTEE REPORT~~

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.


	~~THE COMPENSATION COMMITTEE~~

	~~Emanuel Arturi, Chairperson~~
	~~Marcia Z. Hefter~~
	~~Albert E. McCoy, Jr.~~
	~~Raymond A. Nielsen~~
	~~Matthew Lindenbaum~~

~~- 27 -~~

TABLE OF CONTENTS

Compensation and Human Resources Committee Report

1.	The Compensation and Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management; and

2.	Based on the review and discussions referred to in paragraph 1 above, the Compensation and Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders.

COMPENSATION and HUMAN RESOURCES COMMITTEE OF DIME COMMUNITY BANCSHARES, INC.

Rosemarie Chen (Chairperson)

Michael P. Devine, Member

Matthew A. Lindenbaum, Member

Albert E. McCoy, Jr., Member

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning compensation paid to the NEOs for the years ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017.~~

2019.

Change in

Pension

Value and

Non-Equity

Nonqualified

Incentive

Deferred

All

Plan

Compen-

Other

Stock

Stock

Compen-

sation

Compen

Name and Principal Position

Year

Salary (1)

Bonus

Awards (2)

Options (3)
sation (4)

Earnings (5)

-sation (6)

Total
Kevin M. O’Connor

2019

$
700,000
$
—

$
314,820

$
112,500

$
463,680

$
733,890

$
49,795

$
2,374,685
President &

2018

$
625,000
$
—

$
325,780

$
112,500

$
209,280

$
138,798

$
48,737

$
1,460,095
Chief Executive Officer

2017

$
625,000
$
—

$
454,800

$
—

$
147,670

$
358,046

$
54,744

$
1,640,260

John M. McCaffery

2019

$
375,000
$
—

$
148,540

$
52,500

$
207,000

$
89,964

$
41,174

$
914,178
Executive Vice President &

2018

$
350,000
$
—

$
145,200

$
49,500

$
104,160

$
16,046

$
25,027

$
689,933
Chief Financial Officer

2017

$
330,000
$
—

$
177,950

$
—

$
69,300

$
51,545

$
25,877

$
654,672

Howard H. Nolan

2019

$
365,000
$
—

$
148,540

$
52,500

$
201,500

$
391,582

$
39,163

$
1,198,285
Senior Executive Vice President &

2018

$
350,000
$
—

$
149,600

$
51,000

$
104,160

$
67,765

$
29,076

$
751,601
Chief Operating Officer

2017

$
340,000
$
—

$
188,740

$
—

$
71,400

$
185,985

$
32,116

$
818,241

Kevin L. Santacroce

2019

$
365,000
$
—

$
148,540

$
52,500

$
201,500

$
218,729

$
33,432

$
1,019,701
Executive Vice President &

2018

$
350,000
$
—

$
137,800

$
49,500

$
104,160

$
(40,202)

$
25,523

$
626,781
Chief Lending Officer

2017

$
330,000
$
—

$
180,200

$
—

$
51,975

$
121,501

$
30,188

$
713,864

James J. Manseau

2019

$
330,000
$
—

$
127,780

$
49,500

$
182,200

$
123,969

$
36,618

$
850,067
Executive Vice President &

2018

$
330,000
$
—

$
136,400

$
46,500

$
49,104

$
6,945

$
30,836

$
599,785
Chief Retail Banking Officer

2017

$
310,000
$
—

$
171,600

$
—

$
65,100

$
73,347

$
32,491

$
652,538

Name and Principal Position	Year⁽¹⁾	Salary⁽²⁾	Bonus⁽³⁾	Stock Awards⁽⁴⁾	Stock Options⁽⁵⁾	Non-Equity Incentive Plan Compensation⁽⁶⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽⁷⁾	All Other Compensations⁽⁸⁾	Total
Kevin M. O’Connor Chief Executive Officer	2021	$885,577	$750,000	$2,572,445	$—	$1,264,902	$246,142	$3,955,246	$9,674,312
	2020	$750,000	$—	$430,920	$105,000	$675,000	$1,839,053	$36,298	$3,836,271
	2019	$700,000	$—	$314,820	$112,500	$463,680	$733,890	$34,595	$2,359,485
Stuart H. Lubow President & Chief Operating Officer	2021	$632,692	$750,000	$1,654,971	$—	$983,813	$198,956	$356,810	$4,577,242
Avinash Reddy Senior Executive Vice President & Chief Financial Officer	2021	$451,923	$500,000	$827,456	$—	$316,226	$—	$137,086	$2,232,691
Conrad J. Gunther Senior Executive Vice President & Chief Lending Officer	2021	$397,692	$500,000	$800,149	$ —	$278,279	$—	$177,954	$2,154,074
Patricia M. Schaubeck Executive Vice President & General Counsel	2021	$316,346	$225,000	$481,704	$—	$172,167	$—	$53,670	$1,248,887
Former NEOs
Howard H. Nolan Former SEVP & COO	2021	$37,500	$—	$—	$—	$—	$—	$3,983,759	$4,021,259
	2020	$375,000	$150,000	$136,875	$45,625	$225,000	$941,990	$27,280	$1,901,770
	2019	$365,000	$—	$148,540	$52,500	$201,500	$391,582	$23,963	$1,183,085
John M. McCaffery Former EVP & CFO	2021	$222,115	$750,000	$794,961	$—	$—	$—	$1,724,427	$3,491,503
	2020	$390,000	$—	$140,625	$46,875	$234,000	$109,707	$21,567	$942,774
	2019	$375,000	$—	$148,540	$52,500	$207,000	$89,964	$25,974	$898,978

(1)	Messrs. Lubow, Reddy, Gunther and Ms. Schaubeck are NEOs for the first time in 2021 and, pursuant to SEC rules, compensation for prior years is not required to be reported.

(2)

For Messrs. Lubow, Reddy, Gunther and Ms. Schaubeck, the amounts in this column reflect the base salary paid from February 1, 2021, which was the date of the Merger and the first day of their employment with the Company, to December 31, 2021. For 2021, the annual base salary for Messrs. O’Connor, Lubow, Reddy, Gunther and Ms. Schaubeck is $900,000, $700,000, $500,000, $440,000 and $350,000, respectively.

(3)	Reflects the amount of the transaction bonus which each NEO received in February 2021 in connection with the Merger as follows: Mr. O’Connor $750,000, Mr. Lubow $750,000, Mr. Reddy $500,000, Mr. Gunther $500,000, and Ms. Schaubeck $225,000.

TABLE OF CONTENTS

(4)

~~(1)~~

~~Includes voluntary salary deferrals under the Bank’s 401(k) Plan.~~

~~(2)~~

The amounts in this column reflect the aggregate grant date fair value, computed in accordance with FASB ASC No. 718, of restricted stock awards and performance-based restricted stock ~~units~~awards, at the maximum level, pursuant to the ~~LTI Plan and STIP.~~2021 LTIP. Assumptions used in the calculation of these amounts are included in footnote 1620 to our audited financial statements for the fiscal year ended December 31, ~~2019~~2021 included in our Annual Report on Form ~~10‑~~10 K. ~~Under the LTI Plan, 2019 awards were granted in the form of 30% performance share units, 30% premium priced stock options and 40% restricted stock units, subject to time-based vesting.~~ Included in this column are the dollar amounts of the (i) the value of time vested restricted stock awards granted in ~~2019 based on 2018 performance under~~January 2021 to Mr. O’Connor in the ~~STIP. Also included in this column are dollar amounts assuming vesting~~amount of ~~performance-based~~$450,000; (ii) value of the restricted stock ~~units at target achievement~~award portion of the retention payment which each NEO received in February 2021 in connection with the Merger as follows: Mr. O’Connor ~~$112,500,~~$749,976, Mr. ~~McCaffery $52,500,~~Lubow $499,993, Mr. ~~Nolan $52,500,~~Reddy $249,984, Mr. ~~Santacroce $52,500,~~Gunther $249,984, and Ms. Schaubeck $112,490, (iii) the value of the one-time equity grant which each NEO received in February 2021 in connection with the Merger as follows: Mr. ~~Manseau $49,500. Assuming vesting~~O’Connor $1,169,978, Mr. Lubow $699,995, Mr. Reddy $349,997, Mr. Gunther $349,997, and Ms. Schaubeck $209,988, (iv) the value of ~~performance share units~~time-based restricted stock awards granted in ~~2019~~July 2021 to the following NEOs: Mr. Lubow $140,000, Mr. Reddy $70,000, Mr. Gunther $61,582, and Ms. Schaubeck $48,990, and (v) the value of the performance-based restricted stock unit grant assuming vesting, at the maximum level, ~~the grant date fair value of these performance-based awards would have been~~ as follows: Mr. O’Connor ~~$168,750;~~$202,491, Mr. ~~McCaffery $78,750,~~Lubow $314,983, Mr. ~~Nolan $78,750,~~Reddy $157,475, Mr. ~~Santacroce $78,750,~~Gunther $138,586, and ~~Mr. Manseau $74,250.~~Ms. Schaubeck $110,236. The number of performance share units are determined on the third anniversary of the date of grant, based on the achievement of the board established 3 year EPS Goals ranging from 0% to 150% of the target number of units and subsequently adjusted up or down 20% based on three year total shareholder return relative to peer banks. Under the STIP, restricted stock awards are subject to time-based vesting, and theperformance metrics. The vesting schedule for awards under the ~~LTI Plan and the STIP~~2021 LTIP are described in the “Outstanding Equity Awards at Fiscal Year-End” table below.

(5)

~~(3)~~

The amounts represent the grant date fair value of stock options computed in accordance with FASB ASC No. 718. Assumptions used in the calculation of these amounts are included in footnote 1620 to our audited financial statements for the fiscal year ended December 31, ~~2019~~2021 included in our Annual Report on Form 10-K.

(6)

~~(4)~~

~~The amounts represent~~Included in this column are the amount of the cash awards under the ~~STIP.~~2021 AIP as follows: Mr. O’Connor $1,264,902, Mr. Lubow $983,813, Mr. Reddy $316,226, Mr. Gunther $278,279, and Ms. Schaubeck $172,167. See discussion of ~~“Short Term Incentive Plan”~~“Merger-Related Compensation” in the above Compensation Discussion and Analysis.

(7)

~~(5)~~

Based on the same assumptions used for financial reporting purposes under generally accepted accounting principles for ~~2019, 2018,~~2021, 2020, and ~~2017,~~2019, respectively. Reflects change in present value of accumulated benefits under the pension

~~- 28 -~~

plan ~~and~~component of the SERP for ~~each NEO except Mr. Santacroce, Mr. Manseau~~Messrs. O’Connor and ~~Mr. McCaffery, which reflects change in pension plan value only.~~

Lubow.

(8)

~~(6)~~

Details of the amounts reported in the “All Other Compensation” column for ~~2019~~2021 are provided in the table below.

	Itemization of All Other Compensation of Summary Compensation Table for 2021
	401(k) Contribution ($)	Dividends on Stock ($)	Auto ($)	Life Insurance ($)	Cash in Lieu of Perquisites ($)	Other ($) (*)	Total ($)
Kevin M. O’Connor	$10,150	$89,165	$57,317	$5,119	$91,667	$3,701,828	$3,955,246
Stuart H. Lubow	$10,150	$47,332	$75,898	$1,742	$89,903	$131,785	$356,810
Avinash Reddy	$9,854	$23,665	$—	$319	$45,833	$57,415	$137,086
Conrad J. Gunther	$10,150	$23,545	$36,601	$7,477	$44,885	$55,296	$177,954
Patricia M. Schaubeck	$10,150	$12,882	$7,700	$1,096	$—	$21,842	$53,670
Howard H. Nolan	$2,049	$—	$39,603	$310	$—	$3,941,797	$3,983,759
John M. McCaffery	$10,150	$14,936	$27,272	$1,150	$45,833	$1,625,086	$1,724,427

Included in this column are (i) cash severance payments to Messrs. Nolan and McCaffery in the amount of $2,343,264 and $1,625,086, respectively, (ii) payments in connection with the termination of the NEO’s legacy SERPs due to the Merger, and (iii) amounts credited to the 401(k) portion of the NEOs account balance under the SERP pursuant to the terms of the SERP as follows: Mr. O’Connor $81,892, Mr. Lubow $52,440, Mr. Reddy $29,437, Mr. Gunther $26,607, and Ms. Schaubeck $10,430.

Itemization of All Other Compensation

of Summary Compensation Table For 2019

Dividends on

401(k)

Restricted


Contribution

Stock

Auto

Total
Kevin M. O'Connor

$
25,000

$
22,340

$
2,455

$
49,795

John M. McCaffery

$
25,000

$
7,604

$
8,570

$
41,174

Howard H. Nolan

$
25,000

$
9,740

$
4,423

$
39,163

Kevin L. Santacroce

$
19,000

$
9,139

$
5,293

$
33,432

James J. Manseau

$
19,000

$
8,801

$
8,817

$
36,618

EMPLOYMENT AGREEMENTS

~~Kevin M.~~

Employment Agreements with Messrs. O’Connor,

~~In 2007,~~ Lubow, Reddy and Gunther. The Company and the Bank have entered into employment agreements with Messrs. O’Connor, Lubow, Reddy, and Gunther, effective as of February 1, 2021, setting forth the terms of the executive’s employment with the Company ~~entered into an~~and the Bank. The employment agreement, which supersedes all prior employment and change in control agreements with these executives, are for an initial term of three (3) years, subject to an annual renewal for an additional year, unless the Company provides the executive with a written notice of non-renewal at least ninety (90) days before a renewal date. Mr. ~~O’Connor, President~~O’Connor’s employment agreement provides for an annual base salary of $900,000, an annual cash bonus with a target of 100% of base salary, an annual equity award with a target of 65% of base salary, and ~~Chief Executive Officer,~~an annual cash allowance of $100,000 in lieu of perquisites. Mr. Lubow’s employment agreement, as amended on December 23, 2021, provides for an annual base salary of $700,000, an annual cash bonus with a target of 100% of base salary, an annual equity award with a target of 65% of base salary, and an annual cash allowance of $100,000 in lieu of perquisites. Prior to the amendment, Mr. Lubow’s employment agreement provided for an annual cash bonus with a ~~Director~~target of 65% of base salary and an annual equity award with a target of 50% of base salary. Mr. Reddy’s employment agreement provides for an annual base salary of $500,000, an annual cash bonus with a target of 45% of base salary, an annual equity award with a target of 35% of base salary, and an annual cash allowance of $50,000 in lieu of perquisites. Mr. Gunther’s employment agreement provides for an annual base salary of $440,000, an annual cash bonus with a target of 45% of base salary, an annual equity award with a target of 35% of base salary, and an annual cash allowance of $50,000 in lieu of perquisites If the executive’s employment is terminated by the Company and the Bank without cause or the executive officer resigns for good

reason, he would be entitled to the following payments and benefits: the sum of (1) an amount equal to the product of (x) the executive’s annual cash bonus for the fiscal year immediately preceding the fiscal year in which the event of termination occurs (which we refer to as the “Recent Bonus”) if such bonus has not been paid as of the date of the event of termination and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 (which we refer to as the “Pro Rata Bonus”); (2) the amount equal to the product of (a) three and (b) the sum of (c) executive’s base salary and (d) the Recent Bonus; (3) an amount equal to the Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which executive participates as of immediately prior to the date of termination that executive would receive if executive’s employment continued for the three-year period following the date of termination (which we refer to as the “Benefits Period”); and (4) an amount equal to the product of (a) 150% of the monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for executive and his or her spouse and dependents as of immediately prior to the date of termination, and (b) the number of months in the Benefits Period. The executive shall also be entitled to outplacement services the scope and provider of which shall be selected by the Company or the Bank, provided that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the date of termination.

If the executive’s employment is terminated by reason of death or disability, the executive shall be entitled to the following from the Bank: (a) an amount equal to the product of the most recent annual cash bonus multiplied by a fraction, with the numerator equal to the number of days in the current fiscal year through the date of termination due to death or disability and the denominator equal to 365, (b) any unvested restricted stock awards subject to time-based vesting shall become fully and immediately vested, and the payment or delivery of such awards or benefits shall be accelerated to the extent permitted by Section 409A or other applicable law and the terms of such plan or arrangement, and (c) any unvested performance stock awards shall become fully and immediately vested and pro-rated based on actual performance and if actual performance is not determinable, at target, and the payment or delivery of such awards or benefits shall be accelerated to the extent permitted by Section 409A or other applicable law and the terms of such plan or arrangement.

In consideration for the foregoing payments and benefits payable upon a termination by the Company and the Bank, as applicable, without cause or by the executive officer for good reason prior to a change in control, the executive is required to execute a release of claims in favor of the Company and the ~~Bank,~~Bank. In addition, the ~~term~~employment agreement contains restrictive covenants concerning nondisclosure of confidential information, mutual non-disparagement of either party and a one-year non-solicitation and one-year noncompetition restriction. However, if the ~~agreement is two years, renewing daily, so that the remaining term is twenty-four months, unless notice of non-renewal is provided to the executive. If his~~executive’s employment is terminated ~~his service on~~following a change in control, the ~~Boards also terminates. Base salary is reviewed annually~~non-competition and ~~can~~non-solicitation restrictions shall apply for the period of time mutually agreed to by the parties, and in no event shall the time period be ~~increased but not decreased. If Mr. O’Connor voluntarily terminates his employment,~~less than six months or ~~his employment is terminated for cause, no benefits are provided under the agreement.~~exceed two years. In the event ~~(i)~~that payments to the executive become subject to Sections 280G and 4999 of the ~~executive’s involuntary termination for any reason other than disability, death, retirement or termination for cause, or (ii)~~Code, such payments would be reduced if such reduction would leave the ~~executive’s resignation upon~~executive officer better off on an after-tax basis.

On May 26, 2021, the ~~occurrence~~employment agreements of ~~certain events constituting “constructive termination,” including a reduction~~these executives were amended to delete the provision in the ~~executive’s duties, responsibilities or pay,~~agreements requiring the ~~executive would be entitled to a severance benefit equal to a cash lump sum payment equal to twenty-four months base salary and~~offset of the ~~continuation~~value of ~~insurance coverage for twenty-four months.~~

In the ~~event of a Change~~one-time equity grant granted in ~~Control, regardless of whether~~ the ~~executive’s employment terminates, Mr. O’Connor is entitled to a severance benefit equal to:~~

~~Three times his annual compensation, as reported on an IRS Form W-2 (Box 5), for the calendar year preceding the change in control;~~

~~Insurance coverage for three years following a termination of employment; and~~

~~Reimbursement for any excise taxes due on such payments and for the taxes due on such reimbursement.~~

~~Except~~Merger which vests in the event of a change in control ~~following termination~~occurring within twenty-four months of the Merger.

Defense of Tax Position Agreements with Messrs. O’Connor, Lubow Reddy and Gunther. The Company and the Bank have entered into Defense of Tax Position Agreements with Messrs. O’Connor, Lubow, Reddy and Gunther, effective as of February 1, 2021. The Agreements provide that the Company will pay the costs of defending the executive’s tax position related to any claim by the United States Internal Revenue Service (together with any state or local taxing authority) with respect to any excise tax due under Section 4999 of the Internal Revenue Code; provided, however, such agreement shall only provide defense expense reimbursement but will not entitle the executive to reimbursement for any taxes, excise taxes or penalties under Section 4999. The Agreements do not entitle the executives to a gross-up. C

Change in Control Employment Agreement with Ms. Schaubeck. The Company and the Bank have entered into a change in control employment ~~Mr. O’Connor is~~agreement with Ms. Schaubeck, effective February 1, 2019, as amended. The agreement was for an initial term of three (3) years, subject to ~~non-compete restrictions.~~

~~John M. McCaffery, Howard H. Nolan, Kevin L. Santacroce, James J. Manseau~~

~~Mr. McCaffery, Executive Vice President, Chief Financial Officer~~an annual renewal for an additional year, unless the Company provides Ms. Schaubeck with a written notice of non-renewal at least sixty (60) days before a renewal date. If during the employment period, which commenced on the date of the ~~Bank~~Merger (February 1, 2021) and ends on the ~~Company, Mr. Nolan, Senior Executive Vice President, Chief Operating Officer~~second anniversary of the Bank and the Company, Mr. Santacroce, Executive Vice President, Chief Lending Officer of the Bank and the Company, and Mr. Manseau, Executive Vice President, Chief Retail Banking Officer of the Bank and the Company, entered into substantially similarsuch date, Ms. Schaubeck’s employment ~~agreements with~~is terminated by the Company and the ~~Bank.~~

The term of each employment agreement is two years, renewing daily, so that the remaining term is twenty-four months, unless notice of non-renewal is provided to the executive. Base salary is reviewed annually and can be increased but not decreased.

~~- 29 -~~

~~If an executive voluntarily terminates his employment~~Bank without ~~“good reason,”~~cause or if ~~the executive’s employment is terminated~~Ms. Schaubeck resigns for ~~cause, no benefits are provided under the agreement.~~

~~In the event of (i) the executive’s involuntary termination for any~~good reason, other than disability, death, retirement or termination for cause, or (ii) the executive’s resignation upon the occurrence of certain events constituting “good reason,” including a reduction in the executive’s duties, responsibilities or base salary, the executiveshe would be entitled to ~~a severance benefit~~the following payments and benefits: the sum of (1) her Pro Rata Bonus; (2) the amount equal to ~~a cash lump~~the product of (a) three and (b) the sum ~~payment~~of (c) Ms. Schaubeck’s base salary (currently $350,000; $375,000 effective April 1, 2022) and (d) the Recent Bonus; (3) an amount equal to ~~twenty-four months base salary~~the Company and its affiliates contributions under the ~~value~~tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which Ms. Schaubeck participates as of ~~continued health and medical insurance coverage for twenty-four months, payable within ten business days following~~immediately prior to the date of termination ~~of employment.~~

Inthat she would receive for the event of (i) the executive’s involuntary termination for any reason other than cause, or (ii) the executive’s resignation upon the occurrence of certain events constituting “good reason,” including a reduction in the executive’s duties, responsibilities or pay, within two years (one year for Mr. Nolan) following a change in control, the executive would be entitled to a severance benefitBenefits Period; and (4) an amount equal to ~~a cash lump sum payment equal~~the product of (a) 150% of the monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of

continuation coverage under Section 4980B of the Code with respect to ~~three times~~ the ~~sum~~maximum level of ~~base salary~~coverage in effect for Ms. Schaubeck and ~~the highest annual bonus earned in the~~her spouse and dependents as of immediately prior ~~three years, and the value of continued health and medical insurance coverage for thirty-six months, payable within ten business days following~~to the date of termination, and (b) the number of ~~employment.~~

~~Except~~months in the Benefits Period. Ms. Schaubeck shall also be entitled to outplacement services the scope and provider of which shall be selected by the Company or the Bank, provided that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the date of termination. In the event ~~of a change in control, following termination of employment each~~that payments to the executive isbecome subject to ~~non-competition restrictions.~~Sections 280G and 4999 of the Code, such payments would be reduced if such reduction would leave the executive officer better off on an after-tax basis.

If Ms. Schaubeck’s employment is terminated by reason of death or disability, she shall be entitled to an amount equal to the product of the most recent annual cash bonus multiplied by a fraction, with the numerator equal to the number of days in the current fiscal year through the date of termination due to death or disability and the denominator equal to 365.

Retention and Award Agreements with the NEOs. The Company has entered into retention and award agreements with each of Messrs. O’Connor, Lubow, Reddy, Gunther and Schaubeck. The retention and award agreements provide for (i) a cash transaction bonus, which was paid in the first payroll period following the closing date of the Merger, (ii) a retention bonus, half of which was paid in cash on the one-year anniversary of the closing date of the Merger and half of which was a restricted stock retention award which cliff vested on the one-year anniversary of the closing date of the Merger, and (iii) a one-time equity grant of restricted stock which will vest in equal annual installments on the second, third, and fourth anniversary of the closing date of the Merger.

	Cash Transaction Bonus ($)	Retention Bonus ($)	One-Time Equity Grant ($)
Kevin M. O’Connor	$750,000	$1,499,976	$1,169,978
Stuart H. Lubow	$750,000	$999,993	$699,995
Avinash Reddy	$500,000	$499,984	$349,997
Conrad J. Gunther	$500,000	$499,984	$349,997
Patricia M. Schaubeck	$225,000	$224,990	$209,988

GRANTS OF PLAN BASED AWARDS

The following table sets forth certain information pertaining to grants of Plan Based Awards to the NEOs during ~~2019.~~

All other

Option awards:

stock awards:

number of

Exercise or

Estimated Possible Payouts Under

Estimated Possible Payouts Under

number of

Securities

Base Price

Grant date fair

Non-Equity Incentive Plan Awards(1)

Equity Incentive Plan Awards(2)

shares or

Underlying

Of Options

value of stock

Grant

Threshold

Target

Maximum

Threshold

Target

Maximum

units(3)

Options

Awards

awards(4)
Name

Date

(a)

(b)

(c)

(#)

(#)

(#)

(#)(d)

(#)(d)


($/Sh)

$(e)

K. O’Connor

02/12/19

$
168,000

$
336,000

$
504,000

—

—

—

—

—

02/12/19

—

—

—

—

—

—

1,628

$
52,320

02/12/19

—

—

—

—

—

—

4,667

$
150,000

02/12/19

—

—

—

—

3,187

5,737

3,187

$
112,500

02/12/19

22,277

$
35.35

$
112,500

J. McCaffery

02/12/19

$
75,000

$
150,000

$
225,000

—

—

—

—

—

02/12/19

��

—

—

—

—

—

810

$
26,040

02/12/19

—

—

—

—

—

—

2,178

$
70,000

02/12/19

—

—

—

—

1,487

2,677

1,487

$
52,500

02/12/19

10,396

$
35.35

$
52,500

H. Nolan

02/12/19

$
73,000

$
146,000

$
219,000

—

—

—

—

—

02/12/19

—

—

—

—

—

—

810

$
26,040

02/12/19

—

—

—

—

—

—

2,178

$
70,000

02/12/19

—

—

—

—

1,487

2,677

1,487

$
52,500

02/12/19

10,396

$
35.35

$
52,500

K. Santacroce

02/12/19

$
73,000

$
146,000

$
219,000

—

—

—

—

—

02/12/19

—

—

—

—

—

—

810

$
26,040

02/12/19

—

—

—

—

—

—

2,178

$
70,000

02/12/19

—

—

—

—

1,487

2,677

1,487

$
52,500

02/12/19

10,396

$
35.35

$
52,500

J. Manseau

02/12/19

$
66,000

$
132,000

$
198,000

—

—

—

—

—

02/12/19

—

—

—

—

—

—

382

$
12,280

02/12/19

—

—

—

—

—

—

2,054

$
66,000

02/12/19

—

—

—

—

1,402

2,524

1,402

$
49,500

02/12/19

9,802

$
35.35

$
49,500
2021.

Name	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)⁽¹⁾			Estimated Possible Payouts Under Equity Incentive Plan Awards⁽²⁾			All other stock awards: number of shares or units⁽³⁾ (#)(d)	Option awards: number of Securities Underlying Options (#)(d)	Exercise or Base Price of Options Awards ($/Sh)	Grant date fair value of stock awards⁽⁴⁾ $(e)
Name	Grant Date	Threshold (a)	Target (b)	Maximum (c)	Threshold (#)	Target (#)	Maximum (#)	All other stock awards: number of shares or units⁽³⁾ (#)(d)		Exercise or Base Price of Options Awards ($/Sh)	Grant date fair value of stock awards⁽⁴⁾ $(e)
Kevin M. O’Connor		$450,000	$900,000	$1,350,000	—	—	—	—	—	—	—
	01/08/21	—	—	—	—	—	—	17,321	—	—	$450,000
	02/01/21	—	—	—	—	—	—	29,515	—	—	$749,976
	02/01/21	—	—	—	—	—	—	46,044	—	—	$1,169,978
	07/01/21	—	—	—	2,004	4,009	6,014	—	—	—	$202,491
Stuart H. Lubow		$350,000	$700,000	$1,050,000	—	—	—	—	—	—	—
	02/01/21	—	—	—	—	—	—	19,677	—	—	$499,993
	02/01/21	—	—	—	—	—	—	27,548	—	—	$699,995
	07/01/21	—	—	—	3,118	6,237	9,355	4,158	—	—	$454,983
Avinash Reddy		$112,500	$225,000	$337,500	—	—	—	—	—	—	—
	02/01/21	—	—	—	—	—	—	9,838	—	—	$249,984
	02/01/21	—	—	—	—	—	—	13,774	—	—	$349,997
	07/01/21	—	—	—	1,559	3,118	4,677	2,079	—	—	$227,475
Conrad J. Gunther		$99,000	$198,000	$297,000	—	—	—	—	—	—	—
	02/01/21	—	—	—	—	—	—	9,838	—	—	$249,984
	02/01/21	—	—	—	—	—	—	13,774	—	—	$349,997
	07/01/21	—	—	—	1,372	2,744	4,116	1,829	—	—	$200,168
Patricia M. Schaubeck		$61,250	$122,500	$183,750	—	—	—	—	—	—	—
	02/01/21	—	—	—	—	—	—	4,427	—	—	$112,490
	02/01/21	—	—	—	—	—	—	8,264	—	—	$209,988
	07/01/21	—	—	—	1,091	2,182	3,274	1,455	—	—	$159,226
Howard H. Nolan		—	—	—	—	—	—	—	—	—	—
John M. McCaffery	01/08/21	—	—	—	—	—	—	7,505	—	—	$194,980
	02/01/21		—	—	—	—	—	9,838	—	—	$249,984
	02/01/21	—	—	—	—	—	—	13,774	—	—	$349,997

(1)

~~(1)~~

~~Amounts shown~~The information in ~~column (a) reflect~~these columns reflects the ~~minimum cash payout level~~range of possible payments under the ~~Company’s Short-Term~~2021 AIP. For an explanation of the incentive opportunities, see the section above titled “Compensation Discussion and Analysis – 2021 Annual (Cash) Incentive Plan ~~which is 50%~~(“2021 AIP”).”

(2)

The information in these columns reflects the range of ~~the target amount shown in column (b).~~possible awards for vesting of PRSAs. The ~~amount shown in column (c) is 150% of such target amount. These amounts are~~awards will vest based on the ~~individual’s 2019 salary~~achievement of three pre-determined performance goals: Total Shareholder Return, Adjusted Efficiency Ratio and ~~position~~Average Non-Interest-Bearing Deposits/Total Deposits, each for the performance period ending on December 31, 2023. During June 2021, the Compensation Committee approved threshold, target and ~~represent 80%~~stretch opportunities based on consultation with an independent compensation consulting firm ranging from 50% to 150% of threshold level of performance. For an explanation of the ~~total short term incentive plan award. The remaining 20% are paid out in restricted stock, which vests ratably over three years.~~

performance goals, see the section above titled “Compensation Discussion and Analysis – 2021 Long-Term (Equity) Incentive Plan (“2021 LTIP”).”

(3)

~~(2)~~

The amount of each performance-based restricted stock unit is contingent upon satisfying a performance-based target as of February 12, 2022. If the performance objectives are met or exceeded, the number of shares earned vest 100%

~~- 30 -~~

~~on February 15, 2022, but will become 100% vested earlier upon death or disability. The awards were made under the LTI Plan.~~

~~(3)~~

The amounts shown in column (d) reflect the number of shares of restricted stock granted to ~~the~~each NEO pursuant to the ~~Company’s 2012 Stock-Based Incentive Plan~~restricted stock award portion of the retention payment which the NEO received in ~~2019, based on 2018 performance. The~~February 2021 in connection with the Merger; the number of shares of restricted ~~shares include awards granted~~stock under the ~~short term incentive plan~~one-time equity grant which each NEO received in February 2021 in connection with the Merger; the number of shares of restricted stock granted in July 2021 to each NEO pursuant to the 2021 LTIP; and, ~~long term discretionary award.~~

with respect to Messrs. O’Connor and McCaffery, the number of shares of restricted stock granted in January 2021 to each executive pursuant to the Legacy Bridge 2021 Long Term Stock Incentive Program.

(4)

~~(4)~~

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

~~- 31 -~~

TABLE OF CONTENTS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth information pertaining to outstanding equity awards held by the NEOs as of December 31, ~~2019.~~

2021.

Option Awards

Stock Awards

Equity Incentive
��

Equity Incentive

Plan Awards:

Number of

Number of

Number of

Plan Awards:

Market or

securities

securities

shares or

Market Value

Number of

payout value of

underlying

underlying

units of

of shares or

unearned shares,

unearned shares,

unexercised

unexercised

Option

Option

stock that

units of stock

units or other

units or other

options

options

exercise

expiration

have not

that have not

rights that have

rights that have
Name

exercisable

unexercisable

price

date

vested

vested₍₁₎ ($)

not vested


not vested₍₁₎ ($)
K. O’Connor

5,751

11,504

36.19

2/13/2028

2,250
(2)
$
75,443

-

22,277

35.35

2/12/2029

5,334
(3)
$
178,849









1,690
(4)
$
56,666

3,706
(5)
$
124,262

5,597
(6)
$
187,667









1,282
(7)
$
42,985

1,628
(8)
$
54,587









3,550
(9)
$
119,041









3,847
(10)
$
128,993

4,817
(14)
$
161,516









3,089
(11)
$
103,581

3,516
(15)
$
117,897

3,842
(12)
$
128,807

3,260
(16)
$
109,311

4,774
(13)
$
160,073

H. Nolan

2,607

5,215

36.19

2/13/2028

1,084
(2)
$
36,347

-

10,396

35.35

2/12/2029

2,334
(3)
$
78,259

789
(4)
$
26,455

1,610
(5)
$
53,983

2,052
(6)
$
68,804

620
(7)
$
20,789

810
(8)
$
27,159









1,523
(9)
$
51,078









1,812
(10)
$
60,742









2,182
(14)
$
73,163

1,399
(11)
$
46,914









1,594
(15)
$
53,458









1,742
(12)
$
58,401

1,521
(16)
$
51,002

2,228
(13)
$
74,703

K. Santacroce

2,530

5,062

36.19

2/13/2028

1,084
(2)
$
36,347

-

10,396

35.35

2/12/2029

2,334
(3)
$
78,259

666
(4)
$
22,331

1,439
(5)
$
48,250

1,959
(6)
$
65,685

452
(7)
$
15,156

810
(8)
$
27,159

1,523
(9)
$
51,078

1,812
(10)
$
60,742

2,083
(14)
$
69,827

1,335
(11)
$
44,775

1,547
(15)
$
51,869

1,690
(12)
$
56,671

1,521
(16)
$
51,002

2,228
(13)
$
74,703

J. McCaffery

2,530

5,062

36.19

2/13/2028

667
(2)
$
22,365

-

10,396

35.35

2/12/2029

1,667
(3)
$
55,895

641
(4)
$
21,493

1,367
(5)
$
45,836

1,896
(6)
$
63,573

602
(7)
$
20,185

810
(8)
$
27,159

1,523
(9)
$
51,078

1,812
(10)
$
60,742

2,083
(14)
$
69,827

1,335
(11)
$
44,775

1,547
(15)
$
51,869

1,690
(12)
$
56,671

~~- 32 -~~

Option Awards

Stock Awards

Equity Incentive

Equity Incentive

Plan Awards:

Number of

Number of

Number of

Plan Awards:

Market or

securities

securities

shares or

Market Value

Number of

payout value of

underlying

underlying

units of

of shares or

unearned shares,

unearned shares,

unexercised

unexercised

Option

Option

stock that

units of stock

units or other

units or other

options

options

exercise

expiration

have not

that have not

rights that have

rights that have
Name

exercisable

unexercisable

price

date

vested

vested ₍₁₎ ($)

not vested


not vested ₍₁₎ ($)

1,521
(16)
$
51,002

2,228
(13)
$
74,703

J. Manseau

2,377

4,755

36.19

2/13/2028

1,084
(2)
$
36,347

-

9,802

35.35

2/12/2029

2,334
(3)
$
78,259

666
(4)
$
22,331

1,367
(5)
$
45,836

1,866
(6)
$
62,567

566
(7)
$
18,978

382
(8)
$
12,808









1,523
(9)
$
51,078









1,812
(10)
$
60,742

1,983
(14)
$
66,492

1,273
(11)
$
42,672

1,453
(15)
$
48,726

1,588
(12)
$
53,246

1,434
(16)
$
48,087

2,101
(13)
$
70,450

Name	Option Awards				Stock Awards
Name	Number of securities underlying unexercised options exercisable	Number of securities underlying unexercised options unexercisable	Option exercise price ($/sh)	Option expiration date	Number of shares or units of stock that have not vested	Market Value of shares or units of stock that have not vested⁽¹⁾ ($)	Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested	Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested⁽¹⁾ ($)
Kevin M. O’Connor	17,255	—	$36.19	2/13/2028	92,880⁽²⁾	$3,265,660	6,014⁽⁷⁾	$211,452
	22,277	—	$35.35	2/12/2029	—	—	—	—
	25,610	—	$34.87	2/13/2030	—	—	—	—
Stuart H. Lubow	—	—	—	—	51,383⁽³⁾	$1,806,626	9,355⁽⁷⁾	$328,922
	—	—	—	—	—	—	—	—
	—	—	—	—	—	—	—	—
Avinash Reddy	—	—	—	—	25,691⁽⁴⁾	$903,296	4,677⁽⁷⁾	$164,443
	—	—	—	—	—	—	—	—
	—	—	—	—	—	—	—	—
Conrad J. Gunther	—	—	—	—	25,441⁽⁵⁾	$894,506	4,116⁽⁷⁾	$144,719
	—	—	—	—	—	—	—	—
	—		—	—	—	—	—	—
Patricia M. Schaubeck	—	—	—	—	14,146⁽⁶⁾	$497,373	3,274⁽⁷⁾	$115,114
Howard H. Nolan	—	—	—	—	—	—	—	—
John M. McCaffery	—	—	—	—	—	—	—	—

(1)

~~(1)~~

Amounts based on closing price of our Common Stock as of December 31, ~~2019~~2021 ($~~33.53)~~35.16), as reported on the NASDAQ®.

(2)

~~(2)~~

~~Vests over seven years; one~~29,515 shares cliff vest on February 1, 2022; 46,044 shares vest in equal installments on the second, third, and fourth anniversary of the closing date of the Merger; and 17,321 shares vest in ~~each year commencing in 2018 through 2020.~~

equal installments on February 15, 2022, 2023, 2024, and 2025.

(3)

~~(3)~~

~~Vests over seven years; one~~19,677 shares cliff vest on February 1, 2022; 27,548 shares vest in equal installments on the second, third, and fourth anniversary of the closing date of the Merger; and 4,158 shares vest in ~~each year commencing in 2019 through~~equal installments on the first, second, and third anniversary of the date of grant of July 1, 2021.

(4)

~~(4)~~

~~Vests over five years; one~~9,838 shares cliff vest on February 1, 2022; 13,774 shares vest in equal installments on the second, third, and fourth anniversary of the closing date of the Merger; and 2,079 shares vest in ~~each year commencing in 2018 through 2020.~~

equal installments on the first, second, and third anniversary of the date of grant of July 1, 2021.

(5)

~~(5)~~

~~Vests over five years; one~~9,838 shares cliff vest on February 1, 2022; 13,774 shares vest in equal installments on the second, third, and fourth anniversary of the closing date of the Merger; and 1,829 shares vest in ~~each year commencing in 2019 through~~equal installments on the first, second, and third anniversary of the date of grant of July 1, 2021.

(6)

~~(6)~~

~~Vests over five years; one~~4,427 shares cliff vest on February 1, 2022; 8,264 shares vest in equal installments on the second, third, and fourth anniversary of the closing date of the Merger; and 1,455 shares vest in ~~each year commencing in 2020 through 2022.~~

equal installments on the first, second, and third anniversary of the date of grant of July 1, 2021.

(7)

~~(7)~~

~~Vests ratably over three years; commencing in 2019.~~

~~(8)~~

~~Vests ratably over three years; commencing in 2020.~~

~~(9)~~

~~Five year cliff vesting with two year holding restriction after vesting in 2020.~~

~~(10)~~

~~Five year cliff vesting with two year holding restriction after vesting in 2021.~~

~~(11)~~

~~Five year cliff vesting with two year holding restriction after vesting in 2022.~~

~~(12)~~

~~Vests ratably over five years commencing in 2019.~~

~~(13)~~

~~Vests ratably over five years commencing in 2020.~~

~~(14)~~

~~Five year cliff vesting with performance requirement and two year holding restriction after vesting in 2022.~~

~~(15)~~

Three year cliff vesting ~~with~~in 2024 upon satisfaction of performance ~~requirement in 2021.~~

requirements.

~~(16)~~

~~Three year cliff vesting with performance requirement in 2022.~~

~~OPTIONS~~TABLE OF CONTENTS

OPTION EXERCISES AND STOCK VESTED

The following table sets forth information regarding the value realized by our NEOs on option exercises and stock awards vested during the year ended December 31, ~~2019.~~

2021.

Name	Option Awards		Stock Awards
Name	Number of Shares acquired on exercise (#)	Value realized on exercise ($)	Number of Shares acquired on vesting (#)	Value realized on vesting ($)⁽¹⁾
Kevin M. O’Connor	—	—	17,733	$450,596
Stuart H. Lubow	—	—	—	—
Avinash Reddy	—	—	—	—
Conrad J. Gunther	—	—	—	—
Patricia M. Schaubeck	—	—	—	—
Howard H. Nolan	29,346	$73,603	6,190	$157,288
John M. McCaffery	—	—	16,096	$494,884

(1)	Based on the closing price of our common stock on the respective vesting dates.

Option Awards

Stock Awards

Number of Shares

Number of Shares

acquired on

Value realized on

acquired on vesting

Value realized on
Name

exercise (#)

exercise ($)

(#)

vesting ($)(1)
K. O’Connor

—

—

13,746

$
455,405
J. McCaffery

—

—

3,683

$
122,018
H. Nolan

—

—

6,388

$
211,634
K. Santacroce

—

—

5,979

$
198,084
J. Manseau

—

—

5,974

$
197,918

~~(1)Based on the closing price of our common stock on the respective vesting dates.~~

~~- 33 -~~

PENSION BENEFITS

On October 28, 2021, Dime Community Bank adopted the Dime Community Bank Supplemental Executive Retirement Plan (the “SERP”), which is a non-qualified deferred compensation plan, to provide benefits for certain executives and officers. The SERP is designed to compensate for the benefits reduced under the Dime Community Bank 401(k) Plan (the “401(k) Plan”) and the legacy BNB Bank Pension Plan (the “Pension Plan”) due to the application of the compensation dollar limits and annual benefit limits under the Internal Revenue Code of 1986, as amended (the “Code”). The SERP’s effective date is October 1, 2021.

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

The following table sets forth certain information pertaining to the present value of accumulated benefits payable to ~~each of the NEOs, including the number of years of service credited to each such NEO, under the Pension Plan~~Messrs. O’Connor and ~~the Supplemental Executive Retirement Plan.~~Lubow. The amounts reflected have been determined using interest rate and mortality rate assumptions consistent with those used in ~~the Company’s~~Dime’s financial statements.

	Plan Name	Number of years credited service (#)	Present value of accumulated benefit ($)	Payments during Last Fiscal Year ($)
Kevin M. O’Connor	SERP	1	$246,142	—
Stuart H. Lubow	SERP	1	$198,956	—

TABLE OF CONTENTS

Number of years

Present value of

Payments during

Plan Name

credited service (#)

accumulated benefit

Last Fiscal Year ($)
K. O’Connor

BNB Bank Pension Plan

11.17

$
460,239

—

Supplemental Executive Retirement Plan

11.17

$
1,632,570

—
J. McCaffery

BNB Bank Pension Plan

6.92

$
269,352

—
H. Nolan

BNB Bank Pension Plan

12.50

$
546,735

—

Supplemental Executive Retirement Plan

12.50

$
706,846

—
K. Santacroce

BNB Bank Pension Plan

22.25

$
760,775

—
J. Manseau

BNB Bank Pension Plan

10.75

$
435,072

—

NONQUALIFIED DEFERRED COMPENSATION

Name

Executive
Contributions in
Last Fiscal Year

Registrant
Contributions in
Last Fiscal Year
($)⁽¹⁾

Aggregate
Earnings in Last
Fiscal Year

Aggregate
Withdrawals/
Distributions

Aggregate Balance
at Last Fiscal
Year End

Kevin M. O’Connor

—

$81,892

—

—

—

Stuart H. Lubow

—

$52,440

—

—

—

Avinash Reddy

—

$29,437

—

—

—

Conrad J. Gunther

—

$26,607

—

—

—

Patricia M. Schaubeck

—

$10,430

—

—

—

Howard H. Nolan

—

—

—

—

—

John M. McCaffery

—

—

—

—

—

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

As previously disclosed, under the ~~Bank maintains a SERP for the benefit of Messrs. O’Connor and Nolan. Balances in the defined contribution component~~terms of the SERP, ~~are credited with earnings~~the amount of a participant’s annual 401(k) credit and/or annual pension credit is generally equal to the excess of the annual benefit to which the participant would have been entitled under the 401(k) Plan and/or the Pension Plan if the compensation dollar limits under the Code did not apply for each ~~year in the same percentages as the~~plan year. A participant’s account ~~earned under the Bank’s 401(k) Plan.~~

Payments under both the defined contribution and defined benefit pension plan component of the SERP begin six months after the participant separates from service with the Bank. In the event of a change in control of the Bank, the SERPbalance will be ~~terminated and amounts will be paid to participants in a single lump sum payment on the date of the change in control.~~

~~The balances under the defined benefit pension plan component of the SERP are~~fully vested and included in the Pension Benefits table (above). The following table shows, as of December 31, 2019, Bank contributions and earnings, and the aggregate account balances which are 100% vested for Messrs. O’Connor and Nolan under the defined contribution component of the SERP.

Aggregate earnings in this table have not been reported in the Summary Compensation Table for 2019, 2018, and 2017, respectively, as they are not “preferential” or “above market” as defined in SEC regulations.

~~NONQUALIFIED DEFERRED COMPENSATION~~

at all times.

Executive

Registrant

Aggregate

Aggregate

Aggregate Balance

Contributions in

Contributions in

Earnings in  Last

Withdrawals/

at Last Fiscal
Name

  Last Fiscal Year

Last Fiscal Year

Fiscal Year

Distributions

Year End
K. O’Connor

—

$
38,722

$
62,969

—

$
329,786
H. Nolan

—

$
14,502

$
22,968

—

$
136,952

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table ~~show~~shows estimated payments that would be made to the NEOs, other than Messrs. Nolan and McCaffery, upon specified events, assuming such events occurred on December 31, ~~2019,~~2021, pursuant to each NEO’s employment agreement, equity awards, and other benefit plans or arrangements under the various circumstances presented. In addition, the NEOs are entitled to certain retirement benefits under plans maintained by the Bank or the Company that are not conditioned on a termination of employment or a change in control of the Bank or the Company. ~~Messrs. O’Connor and Nolan~~The NEOs are participants in a SERP, as described above in the Pension Benefits and Nonqualified Deferred Compensation section of this ~~proxy. Details~~Proxy Statement, and details regarding their ~~vested~~ benefits in the

~~- 34 -~~

SERP are disclosed in the Pension Benefits table and the Nonqualified Deferred Compensation table of this ~~proxy. The actual amounts~~Proxy Statement. Since Messrs. Nolan and McCaffery terminated employment during 2021, the payments made to ~~be paid out can only be determined at~~ the ~~time of such NEO’s separation from service with the Company.~~

two executives are provided below.

Kevin M. O’Connor

Stock Based Incentive Plans

—

$3,477,112⁽³⁾

Employment Agreement

$5,745,190⁽¹⁾

$6,420,190⁽⁴⁾

$675,000⁽⁵⁾

Stuart H. Lubow

Stock Based Incentive Plans

—

$2,135,548⁽³⁾

Employment Agreement

$3,693,147⁽¹⁾

$4,865,022⁽⁴⁾

$309,375⁽⁵⁾

Avinash Reddy

Stock Based Incentive Plans

—

$1,067,739⁽³⁾

Employment Agreement

$2,508,888⁽¹⁾

$2,551,074⁽⁴⁾

$210,938⁽⁵⁾

Conrad J. Gunther

Stock Based Incentive Plans

��

$1,039,225⁽³⁾

Employment Agreement

$2,418,230⁽¹⁾

$2,418,230⁽⁴⁾

$210,000⁽⁵⁾

Patricia M. Schaubeck

Stock Based Incentive Plans

—

$612,487⁽³⁾

Change in Control Employment Agreement

$1,671,153⁽²⁾

$127,970⁽⁵⁾

Involuntary

Involuntary Termination

Name

Termination

after Change in Control

Disability

Death

K. O’Connor

Stock Based Incentive Plans

—

$
1,505,631
(1)
$
1,505,631
(1)
$
1,505,631
(1)
Employment Agreement

$
1,524,648
(2)
$
8,166,746
(3)
$
1,524,648
(5)

—









J. McCaffery

Stock Based Incentive Plans

—

$
625,435
(1)
$
625,435
(1)
$
625,435
(1)
Employment Agreement

$
844,992
(2)
$
1,888,488
(4)
$
844,992
(5)

—









H. Nolan

Stock Based Incentive Plans

—

$
722,035
(1)
$
722,035
(1)
$
722,035
(1)
Employment Agreement

$
793,608
(2)
$
1,794,912
(4)
$
793,608
(5)

—









K. Santacroce

Stock Based Incentive Plans

—

$
647,297
(1)
$
647,297
(1)
$
647,297
(1)
Employment Agreement

$
824,992
(2)
$
1,841,988
(4)
$
824,992
(5)

—









J. Manseau

Stock Based Incentive Plans

—

$
611,889
(1)
$
611,889
(1)
$
611,889
(1)
Employment Agreement

$
732,000
(2)
$
1,644,600
(4)
$
732,000
(5)

—

(1)

~~(1)~~

This amount represents the sum of (i) an amount equal to the product of (a) the executive’s Recent Bonus and (b) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365; (ii) the amount equal to the product of (a) three and (b) the sum of (c) executive’s base salary and (d) the Recent Bonus; (iii) an amount equal to the Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which executive participates as of immediately prior to the date of termination that executive would receive if executive’s employment continued for the Benefits Period; and (iv) an amount equal to the product of (a) 150% of the monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for executive and his or her spouse and dependents as of immediately prior to the date of termination, and (b) the number of months in the Benefits Period.

(2)

This amount represents the sum of (1) the executive’s Pro Rata Bonus; (2) the amount equal to the product of (a) three and (b) the sum of (c) executive’s base salary and (d) the Recent Bonus; (3) an amount equal to the Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which the executive participates as of immediately prior to the date of termination that she would receive for the Benefits Period; and (4) an amount equal to the product of (a) 150% of the monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for the executive and her spouse and dependents as of immediately prior to the date of termination, and (b) the number of months in the Benefits Period. In the event that payments to the executive become subject to Sections 280G and 4999 of the Code, such payments would be reduced if such reduction would leave the executive officer better off on an after-tax basis.

(3)

This amount represents the value of unvested restricted stock units and restricted stock awards, subject to time-based and performance-based vesting, that become fully vested upon certain events, including death, disability and ~~change in control~~a qualifying termination of ~~the Bank or Company.~~

~~(2)~~

This amount represents the sum of (i) two times base salary, and (ii) the value of continued health and medical insurance coverage for two years. Amounts payable by the Bank on an event of termination or a voluntary resignation are subject to a one year non-compete restriction and the executive’s agreement not to disclose any confidential information.

~~(3)~~

~~In the event of~~employment following a change in ~~control, Mr. O’Connor is entitled to receive a lump sum payment equal to three times the executive’s annual compensation for the year immediately preceding the year of the change in~~ control. ~~The amount shown includes the value of the employer cost for continued health care coverage for a period of 36 months, and an excise tax indemnification payment of approximately $2,963,595.~~

(4)

~~(4)~~

In the event of an involuntary termination after a change in control, ~~Messrs. Nolan, Santacroce, Manseau, and McCaffery are entitled to receive a lump sum payment equal to three times~~this amount represents the sum of (i) an amount equal to the product of (a) the executive’s ~~annual~~Recent Bonus and (b) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365; (ii) the amount equal to the product of (a) three and (b) the sum of (c) executive’s base salary and (d) the ~~highest annual bonus~~greater of the Annual Cash Bonus (at target) in the year of a Change in Control or the average of the Annual Cash Bonus earned by Executive during the three years prior ~~three years. Additionally, each executive is entitled~~to a Change in Control (including the full value of the Annual Cash Bonus, whether payable in cash or another form); (iii) an amount equal to the ~~value~~Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which executive participates as of ~~continued health and medical insurance for three years pursuant~~immediately prior to the ~~terms~~ date of termination that executive would receive if executive’s employment continued for the Benefits Period; and (iv) an amount equal to the product of (a) 150%of the ~~executives’~~monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for executive and his or her spouse and dependents as of immediately prior to the date of termination, and (b) the number of months in the Benefits Period. In consideration for the foregoing payments and benefits, each employment ~~agreements.~~

~~(5)~~

agreement contains restrictive covenants concerning nondisclosure of confidential information, mutual non-disparagement of either party and non-competition and non-solicitation restrictions, which shall apply for the period of time mutually to be agreed to by the parties, and in no event shall the time period be less than six months or exceed two years. In the event that payments to the executive become subject to Sections 280G and 4999 of ~~disability, Messrs. O’Connor, Nolan, Santacroce, Manseau,~~the Code, such payments shall be reduced if such reduction would leave the executive officer better off on an after-tax basis, and ~~McCaffery will receive their after-tax base salary, less amounts payable under any disability programs, and continued health and medical coverage for 2 years.~~ accordingly, the amount shown in this column may be reduced.

(5)

This amount represents the ~~estimated total payments~~Recent Bonus paid by Legacy Bridge to Mr. O’Connor and ~~benefits that~~by Legacy Dime to Messrs. ~~O’Connor, Nolan, Santacroce, Manseau,~~Lubow, Reddy, Gunther and ~~McCaffery would receive for such 2‑year period, without reduction for taxes or amounts payable under any disability programs.~~

Ms. Schaubeck.

In connection with the Merger, Mr. Nolan terminated employment on February 1, 2021 and Mr. Nolan entered into a: (i) Non-Competition and Consulting Agreement under which Mr. Nolan was paid $50,000 per month, pro-rated for a partial month, in exchange for Mr. Nolan providing consulting services up to 160 hours per month, commencing February 2, 2021 and ending June 30, 2021, and Mr. Nolan became subject to non-competition and non-solicitation restrictions for thirteen (13) months, commencing on February 1, 2021, and a (ii) Settlement and Release Agreement under which Mr. Nolan’s employment agreement was terminated and Mr. Nolan was paid $2,343,264, less required withholding, in full satisfaction of the payment obligations under Mr. Nolan’s employment agreement and in exchange for a legal release of claims. In addition, pursuant to the terms of Mr. Nolan’s SERP, Mr. Nolan was paid his vested account balances of $1,439,000 and $159,533 and Mr. Nolan’s non-vested equity awards were accelerated on February 1, 2021 with a value of $157,317. Mr. Nolan received full ownership of his automobile with a value of $38,600.

The Company and Mr. McCaffery were parties to an Employment Agreement and a Retention and Award Agreement, both dated October 16, 2020, which provided for certain payments upon a qualifying termination of Mr. McCaffery’s employment. Mr. McCaffery’s departure on June 14, 2021 was a termination without Cause under the Employment Agreement. The Company and Mr. McCaffery have entered into an Agreement and General Release (the “Agreement”), pursuant to which the Company paid Mr. McCaffery $1,625,086, less legally required withholdings, in full satisfaction of the Company’s obligations under the Employment Agreement and the Retention and Award Agreement, in a lump sum after a seven day revocation period lapsed. In addition, Mr. McCaffery was engaged as a consultant for a transition period of four months and received $250,000 for his consultation services. The Agreement includes non-disparagement, non-solicitation, and non-competition provisions and a full release of claims by Mr. McCaffery.

CEO PAY RATIO

~~In accordance with the applicable provisions of~~

Pursuant to Section 953 (b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402 (u) of Regulation S-K, we are providing the following information about the relationship of ~~the~~ ~~median of~~ the annual total compensation of ~~all employees of~~ our ~~Company~~median compensated employee and the annual total compensation of our ~~President and~~ CEO.

~~- 35 -~~

For ~~2019, our median~~2021, annual total compensation ~~for all employees~~of our median employee other than our CEO was ~~$59,756. The~~$82,249 and the annual total compensation for our CEO as reported in the 2021 Summary Compensation Table was $9,674,312. Based on this information, for 2021 we estimate the ~~same period was $2,374,685. The~~ ratio of our CEO’s annual total compensation to the annual total compensation of our median ~~employee’s compensation~~employee was 40118 to 1.

On February 1, 2021, we completed the Merger and we identified our median employee using our entire workforce, as of December 31, ~~2019,~~2021, including all full-time and part-time ~~employees.~~employees of Legacy Dime and Legacy Bridge. We used wages from our payroll records as reported to the Internal Revenue Service on Form ~~W‑2~~W-2 for fiscal ~~2019. W~~e2021. We annualized compensation for ~~full-time~~full-time and part-time permanent employees who were employed on December 31, ~~2019,~~2021, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees.

We determined the annual total compensation for our median employee by calculating total compensation for such employee in accordance with the requirements of Item 402 (c)(2)(x) of Regulation S-K.

With regard to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our ~~2019~~2021 Summary Compensation Table, which is included in this Proxy Statement.

~~SEC~~ If the cash transaction bonus of $750,000 and other Merger-related compensation of $3,701,828, as shown on the Summary Compensation Table, is excluded from the CEO’s total compensation, the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee would be 63:1.

The SEC’s rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by ~~Bridge Bancorp~~the Company may not be comparable to the pay ratio reported by other companies.

DELINQUENT SECTION 16(a) REPORTS

Our ~~common stock~~Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934. The officers and directors of the Company and beneficial owners of greater than 10% of our shares of common stock (“10% beneficial owners”) are required to file reports on Forms 3, 4 and 5 with the SEC disclosing beneficial ownership and changes in beneficial ownership. SEC rules require disclosure in our Proxy Statement and Annual Report on Form ~~10‑K~~10-K of the failure of an officer, director or 10% beneficial owner of the shares of common stock to file a Form 3, 4 or 5 on a timely basis. Based solely on our review of such ownership reports and representations made by the directors and executive officers, two Form 4 reports for the ~~year ended December 31, 2019, one Form 4 report was filed one day late for Director Rubin in December 2019 related~~Company’s Chief Risk Officer, each relating to one ~~sale transaction.~~

transaction, were inadvertently filed late.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Sarbanes-Oxley Act of 2002 allows for loans made by the Bank, as an FDIC insured institution, to our executive officers and directors in compliance with federal banking regulations. Federal banking regulations allow for loans made to executive officers or directors under a benefit program maintained by the Bank that is generally available to all other employees and that does not give preference to any executive officer or director over any other employee. ~~The~~Through June 30, 2021 the Bank ~~offers~~offered its employees interest rate discounts of up to 100 basis points, based on years of service, for residential mortgage loans on their primary residence. Commencing July 1, 2021, this program was revised to provide that employees and directors with at least six months of service with the Bank are eligible to receive a credit of 1.00% to be applied towards costs or a reduction in the interest rate. Except for ~~this~~the interest rate discount ~~with respect to loans to executive officers,~~or credit applied towards costs, loans to our directors and executive officers (and their immediate family members and companies in which they are principal owners), are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to, and do not involve more than the normal risk of collectability or present other unfavorable features.

During the year ended December 31, ~~2019,~~2021, the Bank had two residential mortgage loans to two directors, two residential mortgage loans to two executive officers, and one ~~executive officer, Howard H. Nolan,~~commercial real estate loan to an entity controlled by one of our directors. The residential mortgage loans were made with the interest rate discount under the program available to all ~~employees. The loan was a residential mortgage loan~~employees described in the immediately preceding paragraph. All five loans were made in the ordinary course of business, on ~~his primary residences and; (i)~~substantially the ~~largest aggregate balance outstanding over the disclosure period was $279,202; (ii)~~same terms, including the interest rate on(other than the discounted interest rate under the employee discount rate program described above) and collateral, as those prevailing at the time for comparable loans ~~was 3.4%; (iii) principal balance at December 31, 2019 was $261,618;~~with persons not related to the Bank, and ~~(iv) principal and interest paid~~did not involve more than the normal risk of collectability or present other unfavorable features.

Additionally, during the year ended December 31, ~~2019 was $17,585~~2021, Mr. Mahon received a transaction bonus of $750,000 in connection with the completion of the Merger pursuant to an Executive Chairman and ~~$9,188.~~

Separation Agreement.

The Board (excluding any director involved in the transaction) reviews and approves all transactions between the Company or the Bank and any director or executive officer that would require proxy statement disclosure pursuant to Item 404(a).

~~- 36 -~~

~~DIRECTOR COMPENSATION~~

~~Cash Compensation Paid to Board Members~~

All members of the Board of Directors of the Company also serve on the Board of the Bank. For the period from January 1, 2019 to December 31, 2019, each outside (non-employee) Director received an annual retainer fee of $30,000 from the Bank. The Chairperson of the Board of Directors receives an additional annual fee of $40,000. The Chairpersons of the Audit, Compensation, Corporate Governance, and Loan Approval Committee receive an additional annual fee of $10,000. All outside Directors are compensated $1,200 for each Board meeting. Outside Directors who are members of Board Committees are compensated $1,000 per meeting attended.

~~Equity Awards Program~~

~~In addition, all non-employee Directors receive an annual non-elective retainer in the form of restricted stock units in the amount of $30,000.~~

~~Deferred Compensation Plan~~

The Directors Deferred Compensation Plan, effective April 1, 2009, is a nonqualified deferred compensation plan, which allows a Director to defer his or her annual retainer earned from May 1 to April 30 (the “Plan Year”) and to have such amounts invested in restricted stock units. The value of a restricted stock unit will be determined based on the fair market value of a share of Common Stock, with fair market value determined based on the trailing 10‑day average. Directors who elect to defer will be deemed to defer their annual retainer as of the first day of each Plan Year, or May 1. With respect to each Plan Year’s deferral, a Director will vest pro-rata during such Plan Year and will become fully vested after twelve months of service, except a Director will be fully vested upon disability, death or retirement. All deferrals will be credited to a Director’s account as restricted stock units and distributions from the Plan will be made in shares of Common Stock. The restricted stock units do not have any voting rights. There are no preferential earnings on amounts deferred. Dividends will be paid on restricted stock units, in the same amount as dividends paid on the Common Stock, and will accrue as additional restricted stock units. At the time a Director elects to make a deferral election, he or she will also elect the time that the amounts credited to his or her account will be distributed and whether such amounts will be paid in a lump sum or installments. Such payment shall be made at the time elected by the Director, which shall be the earlier of the Director’s cessation of service, a change in control of the Company or a specified date.

~~- 37 -~~

~~Director Summary Compensation Table~~

~~The following table sets forth information pertaining to the compensation paid by the Company to non-employee Directors for the fiscal year ended December 31, 2019:~~TABLE OF CONTENTS

Fees Earned or

Stock

Name(1)

Paid in Cash

Awards

Total
Marcia Z. Hefter(2)

$
112,400

$
30,000

$
142,400

Dennis A. Suskind

$
71,200

$
30,000

$
101,200

Emanuel Arturi(2)

$
86,200

$
30,000

$
116,200

Charles I. Massoud

$
86,200

$
30,000

$
116,200

Albert E. McCoy, Jr.(2)

$
76,400

$
30,000

$
106,400

Rudolph J. Santoro(2)

$
90,200

$
30,000

$
120,200

Thomas J. Tobin

$
70,200

$
30,000

$
100,200

Raymond A. Nielsen(2)

$
82,200

$
30,000

$
112,200

Daniel Rubin

$
73,200

$
30,000

$
103,200

Christian C. Yegen(2)

$
68,200

$
30,000

$
98,200

Matthew Lindenbaum

$
59,200

$
30,000

$
89,200

~~(1)~~

~~Kevin M. O’Connor, the Company’s President and CEO, is not included in this table as he is a Named Executive Officer of the Company and did not receive additional compensation as a director.~~

~~(2)~~

Directors Hefter, Arturi, McCoy, Jr., Santoro, Nielsen and Yegen have elected to defer their annual elective retainer fee in the form of deferred RSUs pursuant to the Directors Deferred Compensation Plan.

~~- 38 -~~

PROPOSAL ~~II – ADVISORY NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION~~

~~The Board believes that the Company’s compensation programs and policies are centered on a pay for performance culture and are strongly aligned with the long-term interests of shareholders.~~

In accordance with Section 14A of the Exchange Act, we are asking shareholders to vote in an advisory, non-binding manner to approve the compensation paid to our Named Executive Officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K (including the Compensation Discussion and Analysis, compensation tables and accompanying narrative discussion). Item 402 of Regulation S-K is the SEC regulation that sets forth the disclosure companies must include in their proxy statement as to executive compensation. At the 2018 Annual Meeting of Shareholders, the Board of Directors recommended, and the shareholders approved, a non-binding vote in favor of holding an annual advisory vote on executive compensation. As a result, the Board of Directors determined that the Company would hold an annual advisory vote to approve executive compensation.

This proposal, commonly known as a “Say on Pay” proposal, gives you as a shareholder the opportunity to vote on our executive pay program. The Board of Directors is requesting shareholders to cast a non-binding advisory vote on the following resolution:

“Resolved, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Because this vote is advisory, it will not be binding upon the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL~~

~~- 39 -~~

~~PROPOSAL III-~~2. — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Crowe LLP (“Crowe”) was the ~~Independent Registered Public Accounting Firm~~independent registered public accounting firm of the Company for the year ended December 31, ~~2019,~~2021, and has been selected to serve as the Company’s ~~Independent Registered Public Accounting Firm~~independent registered public accounting firm for ~~2020.~~the year ending 2022. Representatives of Crowe are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions from shareholders.

Shareholder ratification of the selection of Crowe is not required by the Company’s ~~bylaws~~Bylaws or otherwise. However, the Board is submitting the selection of the ~~Independent Registered Public Accounting Firm~~independent registered public accounting firm to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection of Crowe, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different ~~Independent Registered Public Accounting Firm~~independent registered public accounting firm at any time during the year if it determines that such change is in the best interests of the Company and its shareholders.

Fees Paid Toto Crowe

The following table presents fees for professional audit services rendered by Crowe for the audit of our annual financial statements and other professional services provided for the years ended December 31, ~~2019~~2021 and ~~2018.~~

Type of Fees

2019

2018
Audit Fees (1)

$
362,500

$
348,500
Audit Related Fees(2)

89,000

37,600
Tax Fees (3)

—

—
All Other Fees

—

—
Total Fees

$
451,500

$
386,100
2020.

Type of Fees	2021	2020
Audit Fees ⁽¹⁾	$870,000	$660,000
Audit Related Fees⁽²⁾	$488,725	$133,100
Tax Fees ⁽³⁾	$106,211	$98,723
All Other Fees ⁽⁴⁾	$21,617	$237,606
Total Fees	$1,486,553	$1,129,430

(1)

~~(1)~~

Audit fees for ~~2019~~2021 and ~~2018~~2020 consist of professional services rendered for the annual audit of our financial statements and audit of internal controls over financial reporting, along with the review of financial statements included in our quarterly reports.

(2)

~~(2)~~

Audit-related fees ~~for 2019~~in the case of 2021 consist of ~~auditing~~services provided in connection with the Merger, the adoption ~~and implementation~~ of ASU ~~2016-01~~2016-13, “Financial Instruments: ~~Recognition~~Credit Losses,” and ~~measurement~~procedures related to critical accounting matters. Audit-related fees in the case of ~~financial assets and financial liabilities,” ASU 2016-02, Leases,~~2020 consist of services provided in connection with the adoption of ASU 2016-13, ~~Financial Instruments –~~“Financial Instruments: Credit ~~Losses,~~Losses.” Additionally, both years consist of audit-related fees for employee benefit plan audits and Uniform Single Audit Program for Mortgage Bankers (USAP) procedures.

(3)	Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute, or obtain government approval for amounts to be included in tax filings and consisted of:

Federal, state and local income tax return assistance

Sales and use, property and other tax return assistance

Research & Development tax credit documentation and analysis for purposes of filing amended returns

Requests for technical advice from taxing authorities

(4)

All other fees consist of services for consent procedures related to regulatory filings or other services which may include SEC matters, and in the ~~Company’s S-8 and S-3 filings. Audit-related~~case of 2020 includes fees related services for ~~2018 consist~~Legacy Dime’s issuance of consultation and procedures related to the implementation of ASU 2016-01 “Financial Instruments: Recognition and measurement of financial assets and financial liabilities,” ASU 2014-09 “Revenue from contracts with customers,” and procedures for Form S-8 consent related to Employee Stock Purchase Plan.

preferred stock.

~~(3)~~

~~Crowe did not provide any services to the Company relating to tax compliance, tax advice and tax planning during the fiscal years ended December 31, 2019 and 2018.~~

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of the Independent Registered Public Accounting Firm

The Audit Committee has adopted policies and procedures for the pre-approval of the above fees. All requests for services to be provided by Crowe are ~~submitted to the director of internal audit, who subsequently requests pre-approval from~~pre-approved by the Audit ~~Committee Chairperson.~~Committee. A schedule of approved services is then reviewed and approved by the entire Audit Committee at the next Audit Committee meeting.

In order to ratify the selection of Crowe as the Company’s ~~Independent Registered Public Accounting Firm~~independent registered public accounting firm for the ~~2020~~2022 fiscal year, the proposal must receive the affirmative vote of at least a majority of the votes cast at the Annual Meeting, either in person or by proxy.

~~- 40 -~~

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF CROWE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

~~THE BOARD~~TABLE OF ~~DIRECTORS UNANIMOUSLY RECOMMENDS A~~CONTENTS

PROPOSAL 3. — ADVISORY NON-BINDING VOTE ~~“FOR” THE RATIFICATION~~TO APPROVE EXECUTIVE COMPENSATION

The Board believes that the Company’s compensation programs and policies are centered on a pay for performance culture and are strongly aligned with the long-term interests of shareholders.

In accordance with Section 14A of the Exchange Act, we are asking shareholders to vote in an advisory, non-binding manner to approve the compensation paid to our Named Executive Officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K (including the Compensation Discussion and Analysis, compensation tables and accompanying narrative discussion). Item 402 of Regulation S-K is the SEC regulation that sets forth the disclosure companies must include in their proxy statement as to executive compensation. At the 2017 Annual Meeting of Shareholders, the Board of Directors recommended, and the shareholders approved, a non-binding vote in favor of holding an annual advisory vote on executive compensation. As a result, the Board of Directors determined that Bridge would hold an annual advisory vote to approve executive compensation.

“Resolved, that the compensation paid to Dime’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

TABLE OF ~~CROWE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.~~CONTENTS

SHAREHOLDER PROPOSALS UNDER SEC ~~RULE 14a‑8~~

InRULES

Under SEC Rule 14a-8, in order to be eligible for inclusion in the proxy materials for next year’s Annual Meeting of Shareholders, ~~under SEC Rule 14a‑8,~~ any shareholder proposal to take action at such meeting must be received at the Company’s executive office, ~~2200 Montauk~~898 Veterans Memorial Highway, ~~P.O. Box 3005, Bridgehampton,~~Suite 560 Hauppauge, New York ~~11932,~~11788, no later than December ~~29, 2020.~~15, 2022. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Exchange Act.

Additionally, under SEC Rule 14a-19, a stockholder intending to engage in a director election contest at next year’s Annual Meeting of Shareholders must give the Company notice of its intent to solicit proxies by providing the names of its nominees and certain other information by March 27, 2023.

ADVANCE NOTICE OF BUSINESS OR NOMINATIONS TO BE BROUGHT BEFORE AN ANNUAL MEETING

The Company’s Bylaws provide an advance notice procedure for certain business, or nominations to the Board of Directors, to be brought before an annual meeting of shareholders. In order for a shareholder to properly nominate persons for election to the Board of Directors or bring business before an annual meeting, the shareholder must give written notice to the Corporate Secretary not less than 90 days prior to the date of the Company’s proxy materials for the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not later than the close of business on the tenth day following the day on which public announcement of the date of such annual meeting is first made. The Bylaws require that the notice must include, among other things, the shareholder’s name, record address, and number of shares owned, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any material interest of the shareholder in the proposed business. Nothing in this paragraph shall be deemed to require the Company to include in its annual meeting proxy statement under SEC Rule ~~14a‑8~~14a-8 any shareholder proposal that does not meet all of the requirements for inclusion established by the SEC in effect at the time such proposal is ~~received.~~received, or to include in a universal proxy card the names of shareholder nominees for which the shareholder did not provide proper notice under SEC Rule 14a-19. In accordance with the foregoing, advance notice for certain business or nominations to the Board of Directors to be brought before next year’s Annual Meeting of Shareholders must be given to the Company by January ~~28, 2021.~~

16, 2023.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the Annual Meeting other than the matters described above in this ~~proxy statement.~~Proxy Statement. However, if any matters should properly come before the Annual Meeting, it is intended that holders of the proxies will act in accordance with their best judgment. Whether you intend to be present at this meeting or not, you are urged to return your signed proxy promptly. For your convenience, you may also cast your vote electronically.

HOUSEHOLDING

~~Unless~~

If you receive proxy materials by mail, unless you have provided us contrary instructions, we have sent a single copy of these proxy materials to any household at which one or more shareholders reside if we believe the shareholders are members of the same household. Each stockholder in the household will receive a separate Proxy Card. This process, known as “householding,” reduces the volume of duplicate information received by you and helps reduce ~~our expenses.~~the cost and environmental impact of providing these materials. If you would like to receive your own set of proxy materials, please follow these instructions:

If your shares are registered in your own name, contact our transfer agent, Computershare, and inform them of your request to revoke householding by calling 1‑800‑368‑5948 , or by writing them at Computershare, PO Box 30170 College Station, TX 77842, Attention: Householding Department.

~~If a bank, broker or other nominee holds your shares, contact your bank, broker or other nominee directly.~~

AN ADDITIONAL COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10‑K FOR THE YEAR ENDED DECEMBER 31, 2019, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS OF THE RECORD DATE UPON WRITTEN OR TELEPHONE REQUEST TO HOWARD H. NOLAN, SENIOR EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER AND CORPORATE SECRETARY, 2200

If your shares are registered in your own name, contact our transfer agent, Computershare, and inform them of your request to revoke householding by calling 1-800-368-5948, or by writing them at Computershare, PO Box 505000 Louisville, KY 40233, Attention: Householding Department.

~~- 41 -~~

If a bank, broker or other nominee holds your shares, contact your bank, broker or other nominee directly.

TABLE OF CONTENTS

ANNUAL REPORT

A copy of the Annual Report to shareholders for the period ended December 31, 2021, including the consolidated financial statements prepared in conformity with U.S. GAAP for the year ended December 31, 2021, accompanies this Proxy Statement. The consolidated financial statements for the year ended December 31, 2021 have been audited by Crowe LLP, whose report appears in the Annual Report. ~~MONTAUK HIGHWAY, P.O. BOX 3005, BRIDGEHAMPTON, NEW YORK 11932~~Shareholders may obtain, free of charge, a copy of the Annual Report on Form 10-K filed with the SEC (without exhibits) by writing to Corporate Secretary, Dime Community Bancshares, Inc., ~~OR CALL~~ 898 Veterans Memorial Highway, Suite 560, Hauppauge, New York 11788, or by calling (631) ~~537‑1001, EXT. 7255.~~537-1000, or by accessing the Company’s Investor Relations website

http://investors.dime.com/inforequest.

By Order of the Board of Directors

~~Howard H. Nolan~~

~~Senior Executive Vice President, Chief Operating Officer and~~

Patricia M. Schaubeck

Corporate Secretary

~~Bridgehampton,~~

Hauppauge, New York

April ~~28, 2020~~

~~Attendance at the Annual Meeting:~~

14, 2022

~~- 42 -~~

TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. The election of four Directors to the Company’s Board of Directors, to hold office for a term of three years, and until their successors are elected and qualified. For Withhold For Withhold For Withhold 01 - Charles I. Massoud Class C (term to expire in 2023) 04 - Thomas J. Tobin Class C (term to expire in 2023) 02 - Raymond A. Nielsen Class C (term to expire in 2023) 03 - Kevin M. O’Connor Class C (term to expire in 2023) ForAgainst Abstain ForAgainst Abstain 2. An advisory (non-binding) vote to approve our executive compensation as described in the proxy statement. 3. The ratification of the appointment of Crowe LLP as the Independent Registered Public Accounting Firm for the Company for the year ending December 31, 2020. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 0388MB B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 – 3. 2020 Annual Meeting Proxy Card

TABLE OF CONTENTS

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Notice of 2020 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — June 2, 2020 The undersigned shareholder of Bridge Bancorp, Inc. (the “Company”), hereby appoints the full Board of Directors, with full powers of substitution, as attorneys in fact and agents for and in the name of the undersigned, to vote such shares as the undersigned may be entitled to vote at the Annual Meeting of Shareholders of the Company to be held at the offices of the Company’s subsidiary, BNB Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Tuesday, June 2, 2020 at 11:00 a.m. local time, and at any and all adjournments thereof. This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, an executed proxy will be voted “FOR” each of the nominees listed in Item 1, and “FOR” Items 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Bridge Bancorp, Inc.

TABLE OF CONTENTS

Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 11:59 pm, EDT, on June 1, 2020 Online Go to www.investorvote.com/BDGE or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/BDGE Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. The election of four Directors to the Company’s Board of Directors, to hold office for a term of three years, and until their successors are elected and qualified. For Withhold For Withhold For Withhold 01 - Charles I. Massoud Class C (term to expire in 2023) 04 - Thomas J. Tobin Class C (term to expire in 2023) 02 - Raymond A. Nielsen Class C (term to expire in 2023) 03 - Kevin M. O’Connor Class C (term to expire in 2023) ForAgainst Abstain ForAgainst Abstain 2. An advisory (non-binding) vote to approve our executive compensation as described in the proxy statement. 3. The ratification of the appointment of Crowe LLP as the Independent Registered Public Accounting Firm for the Company for the year ending December 31, 2020. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 4 2 D V 0388LB B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 – 3. 2020 Annual Meeting Proxy Card

TABLE OF CONTENTS

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + Notice of 2020 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — June 2, 2020 The undersigned shareholder of Bridge Bancorp, Inc. (the “Company”), hereby appoints the full Board of Directors, with full powers of substitution, as attorneys in fact and agents for and in the name of the undersigned, to vote such shares as the undersigned may be entitled to vote at the Annual Meeting of Shareholders of the Company to be held at the offices of the Company’s subsidiary, BNB Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Tuesday, June 2, 2020 at 11:00 a.m. local time, and at any and all adjournments thereof. This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, an executed proxy will be voted “FOR” each of the nominees listed in Item 1, and “FOR” Items 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. + C Non-Voting Items Bridge Bancorp, Inc. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/BDGE

TABLE OF CONTENTS


	Number of Shares Owned		Percentage of
Name and Address	and Nature of Beneficial		Outstanding
of Beneficial Owner	Ownership		Shares

T. Rowe Price Associates, Inc.
100 E. Pratt Street	2,448,337	(1)	12.4	%
Baltimore, MD 21202

Basswood Capital Management L.L.C.
645 Madison Avenue, 10th Floor	2,308,900	(2)	11.7	%
New York, NY 10022

BlackRock, Inc.
55 East 52nd Street	1,186,771	(3)	6.0	%
New York, NY 10055


			Shares of
			Common Stock of
			the Company
		Director of the Company	Beneficially
Name and Age	Position Held	Since	Owned(1)		Percent
Nominees for Director
Class C (term to expire in 2023)
Charles I. Massoud Age 75	Director	2002	23,741		*
Raymond A. Nielsen Age 69	Director	2013	11,694		*
Kevin M. O’Connor Age 57	President and Chief Executive Officer, Director	2007	171,250	(2)	*
Thomas J. Tobin Age 75	Director	1989	21,511		*

Continuing Directors
Class A (term to expire in 2021)
Dennis A. Suskind Age 77	Director, Vice Chairman of the Board	2002	67,683		*
Albert E. McCoy, Jr. Age 56	Director	2008	145,850		*
Christian C. Yegen Age 76	Director	2015	99,684		*
Matthew Lindenbaum Age 57	Director	2018	2,306,943	(3)	11.7	%

Class B (term to expire in 2022)
Marcia Z. Hefter Age 76	Director, Chairperson of the Board	1989	91,542		*
Emanuel Arturi Age 74	Director	2008	28,926		*
Rudolph J. Santoro Age 75	Director	2009	23,365		*
Daniel Rubin Age 71	Director	2015	84,255	(4)	*

Executive Officers
who are not Directors
Howard H. Nolan Age 59	Senior Executive Vice President, Chief Operating Officer and Corporate Secretary		63,984	(5)	*
Kevin L. Santacroce Age 51	Executive Vice President and Chief Lending Officer		38,480	(6)	*
John M. McCaffery Age 55	Executive Vice President, Chief Financial Officer and Treasurer		31,754	(7)	*
James J. Manseau Age 56	Executive Vice President and Chief Retail Banking Officer		43,095	(8)	*

All Directors, Director nominees and Executive Officers as a Group (16 persons)			3,253,756	(9)	16.5	%


	2020		2019		% Increase
Kevin M. O’Connor	$	750,000	$	700,000	7%
John M. McCaffery	$	390,000	$	375,000	4%
Howard H. Nolan	$	375,000	$	365,000	3%
Kevin L. Santacroce	$	380,000	$	365,000	4%
James J. Manseau	$	345,000	$	330,000	5%


					2019 Cash		2019 Stock / RSU Awards												Total Stock	Total Stock
			2019 Cash		Incentive %		STIP			Long Term									RSU / Options	RSU / Options
NEO	2019 Base Salary		Incentive		Salary		Shares	$		PSUs	$		RSUs	$		Stock Options	$		Awards #	Awards $
Kevin M. O’Connor	$	700,000	$	463,680	66.2	%	1,628	$	52,320	3,187	$	112,500	4,667	$	150,000	22,277	$	112,500	31,759	$	427,320
John M. McCaffery	$	375,000	$	207,000	55.2	%	810	$	26,040	1,487	$	52,500	2,178	$	70,000	10,396	$	52,500	14,871	$	201,040
Howard H. Nolan	$	365,000	$	201,500	55.2	%	810	$	26,040	1,487	$	52,500	2,178	$	70,000	10,396	$	52,500	14,871	$	201,040
Kevin L. Santacroce	$	365,000	$	201,500	55.2	%	810	$	26,040	1,487	$	52,500	2,178	$	70,000	10,396	$	52,500	14,871	$	201,040
James J. Manseau	$	330,000	$	182,200	55.2	%	382	$	12,280	1,402	$	49,500	2,054	$	66,000	9,802	$	49,500	13,640	$	177,280


	2019		2018		% Change
Kevin M. O’Connor	$	700,000	$	625,000	12%
John M. McCaffery	$	375,000	$	350,000	7%
Howard H. Nolan	$	365,000	$	350,000	4%
Kevin L. Santacroce	$	365,000	$	350,000	4%
James J. Manseau	$	330,000	$	330,000	-%


																	BDGE
																	Achievement
Absolute			Threshold			Target			Max			BDGE at			% of Max		Weighted
Measures	Weightings		50% of Target			100% of Target			150% of Target			12/31/19			Achieved		% of Max
Profitability
EPS	25	%	$	2.57		$	2.71		$	2.85		$	2.59		54	%	13	%
Adjusted Operating Expenses/Average Assets	25	%		2.12	%		2.03	%		1.93	%		2.02	%	82	%	21	%
	50	%															34	%
Growth
Deposits	20	%		7.50	%		8.50	%		9.40	%		—	%	—	%	—	%
Loans	20	%		10.00	%		11.50	%		13.20	%		12.40	%	115	%	23	%
	40	%															23	%
Asset Quality
NPA to Assets	10	%		0.40	%		0.30	%		0.20	%		0.09	%	150	%	15	%

Quantitative measures	100	%															72	%

Board Discretion																	20	%

Total Achievement																	92	%


	Payout Opportunity as a % of Base Salary						Actual Payout
NEO	Threshold %		Target %		Maximum %		% of Base Salary

Kevin M. O’Connor	30	%	60	%	90	%	83	%
John M. McCaffery	20	%	40	%	60	%	55	%
Howard H. Nolan	20	%	40	%	60	%	55	%
Kevin L. Santacroce	20	%	40	%	60	%	55	%
James J. Manseau	20	%	40	%	60	%	55	%


												Change in
												Pension
												Value and
										Non-Equity		Nonqualified
										Incentive		Deferred		All
										Plan		Compen-		Other
						Stock			Stock	Compen-		sation		Compen
Name and Principal Position	Year	Salary (1)			Bonus	Awards (2)			Options (3)	sation (4)		Earnings (5)		-sation (6)		Total
Kevin M. O’Connor	2019	$	700,000	$	—	$	314,820	$	112,500	$	463,680	$	733,890	$	49,795	$	2,374,685
President &	2018	$	625,000	$	—	$	325,780	$	112,500	$	209,280	$	138,798	$	48,737	$	1,460,095
Chief Executive Officer	2017	$	625,000	$	—	$	454,800	$	—	$	147,670	$	358,046	$	54,744	$	1,640,260

John M. McCaffery	2019	$	375,000	$	—	$	148,540	$	52,500	$	207,000	$	89,964	$	41,174	$	914,178
Executive Vice President &	2018	$	350,000	$	—	$	145,200	$	49,500	$	104,160	$	16,046	$	25,027	$	689,933
Chief Financial Officer	2017	$	330,000	$	—	$	177,950	$	—	$	69,300	$	51,545	$	25,877	$	654,672

Howard H. Nolan	2019	$	365,000	$	—	$	148,540	$	52,500	$	201,500	$	391,582	$	39,163	$	1,198,285
Senior Executive Vice President &	2018	$	350,000	$	—	$	149,600	$	51,000	$	104,160	$	67,765	$	29,076	$	751,601
Chief Operating Officer	2017	$	340,000	$	—	$	188,740	$	—	$	71,400	$	185,985	$	32,116	$	818,241

Kevin L. Santacroce	2019	$	365,000	$	—	$	148,540	$	52,500	$	201,500	$	218,729	$	33,432	$	1,019,701
Executive Vice President &	2018	$	350,000	$	—	$	137,800	$	49,500	$	104,160	$	(40,202)	$	25,523	$	626,781
Chief Lending Officer	2017	$	330,000	$	—	$	180,200	$	—	$	51,975	$	121,501	$	30,188	$	713,864

James J. Manseau	2019	$	330,000	$	—	$	127,780	$	49,500	$	182,200	$	123,969	$	36,618	$	850,067
Executive Vice President &	2018	$	330,000	$	—	$	136,400	$	46,500	$	49,104	$	6,945	$	30,836	$	599,785
Chief Retail Banking Officer	2017	$	310,000	$	—	$	171,600	$	—	$	65,100	$	73,347	$	32,491	$	652,538


	Itemization of All Other Compensation
	of Summary Compensation Table For 2019
			Dividends on
	401(k)		Restricted
	Contribution		Stock		Auto		Total
Kevin M. O'Connor	$	25,000	$	22,340	$	2,455	$	49,795

John M. McCaffery	$	25,000	$	7,604	$	8,570	$	41,174

Howard H. Nolan	$	25,000	$	9,740	$	4,423	$	39,163

Kevin L. Santacroce	$	19,000	$	9,139	$	5,293	$	33,432

James J. Manseau	$	19,000	$	8,801	$	8,817	$	36,618


											All other	Option awards:
											stock awards:	number of		Exercise or
			Estimated Possible Payouts Under					Estimated Possible Payouts Under			number of	Securities		Base Price	Grant date fair
		Non-Equity Incentive Plan Awards(1)						Equity Incentive Plan Awards(2)			shares or	Underlying		Of Options	value of stock
	Grant	Threshold		Target		Maximum		Threshold	Target	Maximum	units(3)	Options		Awards	awards(4)
Name	Date	(a)		(b)		(c)		(#)	(#)	(#)	(#)(d)	(#)(d)		($/Sh)	$(e)

K. O’Connor	02/12/19	$	168,000	$	336,000	$	504,000	—	—	—	—					—
	02/12/19		—		—		—	—	—	—	1,628				$	52,320
	02/12/19		—		—		—	—	—	—	4,667				$	150,000
	02/12/19		—		—		—	—	3,187	5,737	3,187				$	112,500
	02/12/19											22,277	$	35.35	$	112,500

J. McCaffery	02/12/19	$	75,000	$	150,000	$	225,000	—	—	—	—					—
	02/12/19		��		—		—	—	—	—	810				$	26,040
	02/12/19		—		—		—	—	—	—	2,178				$	70,000
	02/12/19		—		—		—	—	1,487	2,677	1,487				$	52,500
	02/12/19											10,396	$	35.35	$	52,500

H. Nolan	02/12/19	$	73,000	$	146,000	$	219,000	—	—	—	—					—
	02/12/19		—		—		—	—	—	—	810				$	26,040
	02/12/19		—		—		—	—	—	—	2,178				$	70,000
	02/12/19		—		—		—	—	1,487	2,677	1,487				$	52,500
	02/12/19											10,396	$	35.35	$	52,500

K. Santacroce	02/12/19	$	73,000	$	146,000	$	219,000	—	—	—	—					—
	02/12/19		—		—		—	—	—	—	810				$	26,040
	02/12/19		—		—		—	—	—	—	2,178				$	70,000
	02/12/19		—		—		—	—	1,487	2,677	1,487				$	52,500
	02/12/19											10,396	$	35.35	$	52,500

J. Manseau	02/12/19	$	66,000	$	132,000	$	198,000	—	—	—	—					—
	02/12/19		—		—		—	—	—	—	382				$	12,280
	02/12/19		—		—		—	—	—	—	2,054				$	66,000
	02/12/19		—		—		—	—	1,402	2,524	1,402				$	49,500
	02/12/19											9,802	$	35.35	$	49,500


	Option Awards				Stock Awards
												Equity Incentive
��									Equity Incentive			Plan Awards:
	Number of	Number of			Number of				Plan Awards:			Market or
	securities	securities			shares or		Market Value		Number of			payout value of
	underlying	underlying			units of		of shares or		unearned shares,			unearned shares,
	unexercised	unexercised	Option	Option	stock that		units of stock		units or other			units or other
	options	options	exercise	expiration	have not		that have not		rights that have			rights that have
Name	exercisable	unexercisable	price	date	vested		vested₍₁₎ ($)		not vested			not vested₍₁₎ ($)
K. O’Connor	5,751	11,504	36.19	2/13/2028	2,250	(2)	$	75,443
	-	22,277	35.35	2/12/2029	5,334	(3)	$	178,849
					1,690	(4)	$	56,666
					3,706	(5)	$	124,262
					5,597	(6)	$	187,667
					1,282	(7)	$	42,985
					1,628	(8)	$	54,587
					3,550	(9)	$	119,041
					3,847	(10)	$	128,993
									4,817	(14)	$	161,516
					3,089	(11)	$	103,581
									3,516	(15)	$	117,897
					3,842	(12)	$	128,807
									3,260	(16)	$	109,311
					4,774	(13)	$	160,073

H. Nolan	2,607	5,215	36.19	2/13/2028	1,084	(2)	$	36,347
	-	10,396	35.35	2/12/2029	2,334	(3)	$	78,259
					789	(4)	$	26,455
					1,610	(5)	$	53,983
					2,052	(6)	$	68,804
					620	(7)	$	20,789
					810	(8)	$	27,159
					1,523	(9)	$	51,078
					1,812	(10)	$	60,742
									2,182	(14)	$	73,163
					1,399	(11)	$	46,914
									1,594	(15)	$	53,458
					1,742	(12)	$	58,401
									1,521	(16)	$	51,002
					2,228	(13)	$	74,703

K. Santacroce	2,530	5,062	36.19	2/13/2028	1,084	(2)	$	36,347
	-	10,396	35.35	2/12/2029	2,334	(3)	$	78,259
					666	(4)	$	22,331
					1,439	(5)	$	48,250
					1,959	(6)	$	65,685
					452	(7)	$	15,156
					810	(8)	$	27,159
					1,523	(9)	$	51,078
					1,812	(10)	$	60,742
									2,083	(14)	$	69,827
					1,335	(11)	$	44,775
									1,547	(15)	$	51,869
					1,690	(12)	$	56,671
									1,521	(16)	$	51,002
					2,228	(13)	$	74,703

J. McCaffery	2,530	5,062	36.19	2/13/2028	667	(2)	$	22,365
	-	10,396	35.35	2/12/2029	1,667	(3)	$	55,895
					641	(4)	$	21,493
					1,367	(5)	$	45,836
					1,896	(6)	$	63,573
					602	(7)	$	20,185
					810	(8)	$	27,159
					1,523	(9)	$	51,078
					1,812	(10)	$	60,742
									2,083	(14)	$	69,827
					1,335	(11)	$	44,775
									1,547	(15)	$	51,869
					1,690	(12)	$	56,671


	Option Awards		Stock Awards
	Number of Shares		Number of Shares
	acquired on	Value realized on	acquired on vesting	Value realized on
Name	exercise (#)	exercise ($)	(#)	vesting ($)(1)
K. O’Connor	—	—	13,746	$	455,405
J. McCaffery	—	—	3,683	$	122,018
H. Nolan	—	—	6,388	$	211,634
K. Santacroce	—	—	5,979	$	198,084
J. Manseau	—	—	5,974	$	197,918


		Number of years	Present value of		Payments during
	Plan Name	credited service (#)	accumulated benefit		Last Fiscal Year ($)
K. O’Connor	BNB Bank Pension Plan	11.17	$	460,239	—
	Supplemental Executive Retirement Plan	11.17	$	1,632,570	—
J. McCaffery	BNB Bank Pension Plan	6.92	$	269,352	—
H. Nolan	BNB Bank Pension Plan	12.50	$	546,735	—
	Supplemental Executive Retirement Plan	12.50	$	706,846	—
K. Santacroce	BNB Bank Pension Plan	22.25	$	760,775	—
J. Manseau	BNB Bank Pension Plan	10.75	$	435,072	—

Name	Executive Contributions in Last Fiscal Year	Registrant Contributions in Last Fiscal Year ($)⁽¹⁾	Aggregate Earnings in Last Fiscal Year	Aggregate Withdrawals/ Distributions	Aggregate Balance at Last Fiscal Year End
Kevin M. O’Connor	—	$81,892	—	—	—
Stuart H. Lubow	—	$52,440	—	—	—
Avinash Reddy	—	$29,437	—	—	—
Conrad J. Gunther	—	$26,607	—	—	—
Patricia M. Schaubeck	—	$10,430	—	—	—
Howard H. Nolan	—	—	—	—	—
John M. McCaffery	—	—	—	—	—


	Executive	Registrant		Aggregate		Aggregate	Aggregate Balance
	Contributions in	Contributions in		Earnings in Last		Withdrawals/	at Last Fiscal
Name	Last Fiscal Year	Last Fiscal Year		Fiscal Year		Distributions	Year End
K. O’Connor	—	$	38,722	$	62,969	—	$	329,786
H. Nolan	—	$	14,502	$	22,968	—	$	136,952


		Involuntary		Involuntary Termination
Name	Termination			after Change in Control			Disability			Death
K. O’Connor
Stock Based Incentive Plans		—		$	1,505,631	(1)	$	1,505,631	(1)	$	1,505,631	(1)
Employment Agreement	$	1,524,648	(2)	$	8,166,746	(3)	$	1,524,648	(5)		—

J. McCaffery
Stock Based Incentive Plans		—		$	625,435	(1)	$	625,435	(1)	$	625,435	(1)
Employment Agreement	$	844,992	(2)	$	1,888,488	(4)	$	844,992	(5)		—

H. Nolan
Stock Based Incentive Plans		—		$	722,035	(1)	$	722,035	(1)	$	722,035	(1)
Employment Agreement	$	793,608	(2)	$	1,794,912	(4)	$	793,608	(5)		—

K. Santacroce
Stock Based Incentive Plans		—		$	647,297	(1)	$	647,297	(1)	$	647,297	(1)
Employment Agreement	$	824,992	(2)	$	1,841,988	(4)	$	824,992	(5)		—

J. Manseau
Stock Based Incentive Plans		—		$	611,889	(1)	$	611,889	(1)	$	611,889	(1)
Employment Agreement	$	732,000	(2)	$	1,644,600	(4)	$	732,000	(5)		—


	Fees Earned or		Stock
Name(1)	Paid in Cash		Awards		Total
Marcia Z. Hefter(2)	$	112,400	$	30,000	$	142,400

Dennis A. Suskind	$	71,200	$	30,000	$	101,200

Emanuel Arturi(2)	$	86,200	$	30,000	$	116,200

Charles I. Massoud	$	86,200	$	30,000	$	116,200

Albert E. McCoy, Jr.(2)	$	76,400	$	30,000	$	106,400

Rudolph J. Santoro(2)	$	90,200	$	30,000	$	120,200

Thomas J. Tobin	$	70,200	$	30,000	$	100,200

Raymond A. Nielsen(2)	$	82,200	$	30,000	$	112,200

Daniel Rubin	$	73,200	$	30,000	$	103,200

Christian C. Yegen(2)	$	68,200	$	30,000	$	98,200

Matthew Lindenbaum	$	59,200	$	30,000	$	89,200