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 the Record Date. 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⁽⁶⁾
BlackRock, Inc. 55 East 52^nd Street New York, NY 10055	5,342,733⁽¹⁾	13.8%
T. Rowe Price Investment Management, Inc. 101 E. Pratt Street Baltimore, MD 21202	2,794,884⁽²⁾	7.2%
Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746	2,567,809⁽³⁾	6.6%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	2,277,614⁽⁴⁾	5.9%
Basswood Capital Management, L.L.C. 645 Madison Avenue, 10^th Floor New York, NY 10022	2,030,332⁽⁵⁾	5.2%

(1)	Represents the total shares of Common Stock ~~collectively~~beneficially owned by Blackrock, Inc. as described in the Schedule 13G/A filed on January 26, 2023 with the SEC.

(2)	Represents the total shares of Common Stock beneficially owned by T. Rowe Price Associates, Inc. ~~and certain other reporting persons~~ as described in the Schedule 13G/A filed ~~jointly~~ on February 14, ~~2020~~2023 with the SEC.

(3)	~~(2)~~ Represents the total shares of Common Stock beneficially owned by Dimensional Fund Advisors LP as described in the Schedule 13G/A filed on February 10, 2023 with the SEC.

(4)	Represents the total shares of Common Stock beneficially owned by The Vanguard Group as described in the Schedule 13G/A filed on February 9, 2023 with the SEC.

(5)

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

persons as disclosed in the Schedule 13D/A filed on December 12, 2022 with the SEC and as otherwise disclosed to the Company.

(6)	Based on the 38,804,361 total shares outstanding as of March 31, 2023.

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	277,384⁽³⁾	*
Dennis A. Suskind	Director, Lead Director of the Board	90,150⁽⁴⁾	*
Paul M. Aguggia	Director	6,105⁽⁵⁾	*
Rosemarie Chen	Director	18,471⁽⁶⁾	*
Michael P. Devine	Director	444,299⁽⁷⁾	1.1%
Marcia Z. Hefter	Director	128,878⁽⁸⁾	*
Matthew A. Lindenbaum	Director	1,892,050⁽⁹⁾	4.9%
Albert E. McCoy, Jr.	Director	179,487⁽¹⁰⁾	*
Raymond A. Nielsen	Director	40,629⁽¹¹⁾	*
Kevin M. O’Connor	Director, Chief Executive Officer	334,487⁽¹²⁾	*
Joseph J. Perry	Director	50,179⁽¹³⁾	*
Kevin Stein	Director	24,560⁽¹⁴⁾	*
Stuart H. Lubow	President and Chief Operating Officer	257,733⁽¹⁵⁾	*
Avinash Reddy	Senior Executive Vice President and Chief Financial Officer	44,471⁽¹⁶⁾	*
Conrad J. Gunther	Senior Executive Vice President and Chief Lending Officer	70,195⁽¹⁷⁾	*
Patricia M. Schaubeck	Executive Vice President and General Counsel	27,392⁽¹⁸⁾	*
All directors and executive officers as a group (22 persons)		4,008,090⁽¹⁹⁾	10.3%

*	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 38,804,361 total shares outstanding as of March 31, 2023 and the 65,142 shares such person(s) has the right to acquire within 60 days of March 31, 2023.

(3)	Includes 3,600 time-vested restricted stock awards over which Mr. Mahon has voting power.

(4)	Includes 2,889 time-vested restricted stock awards over which Mr. Suskind has voting power.

(5)	Includes 2,463 time-vested restricted stock awards over which Mr. Aguggia has voting power.

(6)	Includes 2,937 time-vested restricted stock awards over which Ms. Chen has voting power.

(7)	Includes 2,463 time-vested restricted stock awards over which Mr. Devine has voting power

(8)	Includes 2,652 time-vested restricted stock awards over which Ms. Hefter has voting power.

(9)

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/A filed February 5, 2020 with the SEC.~~

~~VOTING PROCEDURES AND METHOD~~TABLE OF ~~COUNTING VOTES~~CONTENTS

Schedule 13D/A filed on December 12, 2022 with the SEC with respect to the ~~election~~Company’s Common Stock, each of ~~Directors, the proxy card being provided by the Board~~Basswood Capital Management, L.L.C., Matthew Lindenbaum and Bennett Lindenbaum may be deemed to be part 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“group” with such other reporting persons. Includes 2,463 time-vested restricted stock awards over which ~~authority to vote for the nominees being proposed is withheld.~~

Mr. Lindenbaum has voting power.

~~- 2 -~~

(10)	Includes 2,463 time-vested restricted stock awards over which Mr. McCoy has voting power.

(11)	Includes 2,463 time-vested restricted stock awards over which Mr. Nielsen has voting power.

(12)	Includes 53,721 time-vested restricted stock awards over which Mr. O’Connor has voting power and 65,142 vested stock options that are currently exercisable.

(13)	Includes 2,937 time-vested restricted stock awards over which Mr. Perry has voting power.

(14)	Includes 2,937 time-vested restricted stock awards over which Mr. Stein has voting power.

(15)	Includes 32,310 time-vested restricted stock awards over which Mr. Lubow has voting power.

(16)	Includes 15,287 time-vested restricted stock awards over which Mr. Reddy has voting power.

(17)	Includes 14,792 time-vested restricted stock awards over which Mr. Gunther has voting power.

(18)	Includes 10,018 time-vested restricted stock awards over which Ms. Schaubeck has voting power.

(19)	Includes 156,395 shares of time-vested restricted stock awards over which the directors/executive officers have voting power, 65,142 vested stock options that are currently exercisable, and 121,620 shares of executive management not listed above.

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.~~

~~- 3 -~~

TABLE OF CONTENTS

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

General

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

In September 2022, Vincent F. Palagiano retired as a director of the Company and the Bank and Paul M. Aguggia was appointed to the Board of the Company and the Bank.

Information as to Nominees

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 2024 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: 72 Director since: 2021			Mr. Mahon was named Executive Chairman of the Board of Directors of the Company in 2021. He was a director of Dime Community Bancshares, Inc. (“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 insight and advice to the Board.



Dennis A. Suskind Age: 80 Director since: 2002			Mr. Suskind has been a director of the Company since 2002 and was named Lead Director on March 30, 2023. He is a retired General Partner of Goldman Sachs & Co. 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. With his experience in investment banking and capital markets, and his service on the Board of Directors of another publicly traded company, Mr. Suskind brings considerable and valuable knowledge on these matters to the Company.

TABLE OF CONTENTS


Paul M. Aguggia Age: 60 Director since: 2022			Mr. Aguggia has been a director of the Company since September 2022. He is currently a partner with the law firm of Holland & Knight LLP. Prior to joining Holland & Knight LLP in 2018, Mr. Aguggia was chairman and chief executive officer of Clifton Bancorp, Inc. from 2014 until its merger with Kearny Financial Corp. He also served as chairman of the law firm of Kilpatrick Townsend & Stockton LLP. Mr. Aguggia has extensive experience with banks and financial services companies through his over 30 years representing such clients on their most significant mergers and acquisitions and capital markets transactions, as well as on securities law, regulatory, and corporate governance matters, and through his service as an executive and a board member of a publicly held financial institution. Mr. Aguggia’s vast experience in the financial services industry provides valuable knowledge to the Board.


Rosemarie Chen Age: 56 Director since: 2021			Ms. Chen has been a director of the Company since 2021 and previously served as a director of Legacy Dime and DCB since 2017. Ms. Chen is currently the Global Financial Services Industry Leader at Willis Towers Watson, a global advisory, broker, and solutions company where she has advised 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.


Michael P. Devine Age: 76 Director since: 2021			Mr. Devine has been a director of the Company since 2021 and 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, obtained from his lifelong career in the industry, make him qualified to serve on the Board.


Marcia Z. Hefter Age: 79 Director since: 1989			Ms. Hefter has been a director of the Company since 1989 and served as Chairperson of Bridge Bancorp, Inc. and BNB Bank (“Legacy Bridge”) from 2008 to February 1, 2021 and the Company’s Lead Director from February 1, 2021 to March 30, 2023. 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.

TABLE OF CONTENTS


Matthew A. Lindenbaum Age: 60 Director since: 2018			Mr. Lindenbaum has been a director of the Company since 2018. He is Principal, Managing Member and Portfolio Manager of Basswood Capital Management, L.LC. 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: 59 Director since: 2008			Mr. McCoy has been a director of the Company since 2008. He is President of W. F. McCoy Petroleum Products Inc. and a Partner in Blue Light Energy located in Bridgehampton, New York. 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 operations.


Raymond A. Nielsen Age: 72 Director since: 2013			Mr. Nielsen has been a director of the Company since 2013. He is a director of CVD Equipment Corp. and. 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.


Kevin M. O’Connor Age: 60 Director since: 2007			Mr. O’Connor has been a director of the Company since 2007. A Certified Public Accountant, Mr. O’Connor is Chief Executive Officer of the Company. 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 is a director of the Brooklyn Chamber of Commerce and Second Vice Chairperson of the Hauppauge Industrial Association – Long Island. Mr. O’Connor’s extensive financial experience, knowledge of banking and leadership abilities make him well-suited to serve on the Board.

TABLE OF CONTENTS


Joseph J. Perry Age: 56 Director since: 2021			Mr. Perry has been a director of the Company since 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. He is Chair of the American Heart Association – Long Island Chapter. 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: 61 Director since: 2021			Mr. Stein has been a director of the Company since 2021. He previously served as a director of Legacy Dime and DCB since 2018. Mr. Stein is an independent consultant and was previously Chief Executive Officer and a director of EJF Acquisition Corp. which merged with Pagaya Technologies Ltd. in 2022. Prior to joining EJF Capital, Mr. Stein was CEO of Resolution Analytica Corporation since co-founding the business in 2017 with KCK US, Inc., a family controlled private equity firm. Mr. Stein was previously a Managing Director of the Financial Institutions Group of Barclays, a member of the leadership team of GreenPoint Financial Corporation, and an Associate Director of the Federal Deposit Insurance Corporation. Mr. Stein is lead independent director of Ocwen Financial Corporation and a director of Pagaya Technologies Ltd. Mr. Stein is Audit Committee Chairman and, since 1996, a director of Bedford Stuyvesant Restoration 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.

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

Independence of Nominees

~~- 4 -~~

The Board has determined that, except as to Mr. Mahon and Mr. O’Connor, each member of the Board is an “independent director” within the meaning of the corporate governance listing standards of the Nasdaq Stock Market. Mr. Mahon is not considered independent because he received a transaction bonus in connection with the completion of the merger between Legacy Bridge and Legacy Dime on February 1, 2021 (the “Merger”). Mr. O’Connor is not independent because he is an employee of the Company. In reaching independence determinations of other directors, the Board considered any loans outstanding that were made by the Bank to a director. See “Certain Relationships and Related Transactions,” below.

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

~~The following table sets forth certain information, as~~

Experience of ~~April 24, 2020, regarding~~Nominees

Each nominee for the Board of Directors brings relevant experience that provides sound oversight and ~~each NEO identified~~guidance to management in developing corporate strategy, managing risk, and promoting an inclusive culture. Nominees for 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
%

Board possess the following skills, as determined by the Board:

*Represents less than 1%

~~- 5 -~~

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

~~(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 member of the Board of Directors of Community National Bank (“CNB”) who was appointed to the Board in June 2015. Mr. Rubin is a founding Board Member 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 President of the United Jewish Appeal of Northern New Jersey; past President and Trustee of the JCC on the Palisades 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.

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~~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~~

~~Mr. O’Connor is President and Chief Executive Officer 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 Treasurer 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 to the Board of Directors.

~~NEOs Who Are Not Directors~~

~~Howard H. Nolan~~

Mr. Nolan is Senior Executive Vice President, Chief Operating Officer 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.

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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, subject to the following paragraph, 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 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, 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~~will 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 the Company and its shareholders. The Corporate Governance Committee annually assesses the skills of the Directors in order to identify ~~a candidate~~any skills gaps that might need to be addressed when searching for new Director nominees. 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 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.

Recent Director Appointments

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In September 2022, Mr. Palagiano retired from the Board of Directors. In accordance with the Company’s Bylaws as described above, Director Aguggia was appointed by the Legacy Dime Directors as Director Palagiano’s successor.

The process to identify a successor to Mr. Palagiano began in February 2022. At that time, the Board became aware that Mr. Palagiano was considering retirement, but he had not confirmed a date. The Legacy Dime directors first identified the desirable characteristics for incoming board members after considering any skills gap and the diversity of the Board. Other characteristics deemed important for an incoming board member to possess included: individual should not be overboarded, should have C-suite level experience, should possess banking knowledge and the ability to read financial statements, and should possess a wide networking background to assist with future director recruitments. Eleven candidates were identified, comprised of four females and seven males and three of the eleven were black. Four of the candidates served as directors of Legacy Dime up until the Merger.

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After discussing the strengths and weaknesses of each of the eleven director candidates, it was agreed that two of the eleven would be interviewed as both would fill an important skills gap identified by the Legacy Dime directors: corporate/banking law. In addition, all directors were given the opportunity to meet with the two candidates. At the conclusion of this process, it was determined that Director Aguggia had the requisite skill set and experience. The Legacy Dime directors unanimously approved Director Aguggia as successor to Mr. Palagiano.

On March 30, 2023, Director Hefter stepped down as Lead Director of the Company for personal reasons and the Legacy Bridge directors appointed Director Suskind as Lead Director.

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);

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.

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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,

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or persons performing similar functions. The Code of Ethics is available on the Company’s website, ~~www.bnbbank.com~~www.dime.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 Chairperson

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 2410 times during ~~2019.~~2022. 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,~~2022, 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~~Legacy Dime, and the Lead Director of the Company is Dennis A. Suskind. Director Suskind succeeded Marcia Z. Hefter as Lead Director of the Company on March 30, 2023 when Director Hefter stepped down as Lead Director for personal reasons. The Executive Chairman provides overall leadership to ~~attend~~enhance the ~~Annual Meeting~~effectiveness and performance of ~~Stockholders. All persons serving on~~ the Board of Directors atand acts as the ~~time~~primary spokesperson for the Board of Directors and, among other things, confers with the ~~Annual Meeting of Stockholders held~~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~~ Enterprise Risk Committee approves the Company’s Risk Appetite Statement and Risk Management Program and oversees the Company’s Enterprise Risk Management Framework. It receives regular reports from the ~~Compensation,~~Bank’s Chief Information Security Officer and the Compliance Risk and Credit ~~ALCO, Operational and Compliance~~ Risk Committees of the Board.

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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 financial and capital planning of the Company, which includes the operating expense budget and key business plan objectives. In addition, ~~the~~management has established management ALCO, Credit Risk, Enterprise Risk, ~~Management Committee (“ERMC”), provides~~Loan Approval, Regulatory Compliance Risk, and Technology committees to provide regular reports as to the actions taken by management to adequately address those risks.

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THE AUDIT COMMITTEE

The Audit Committee consists of Directors ~~Santoro~~Stein (Chairperson), ~~Massoud,~~ Nielsen, ~~Rubin,~~Perry 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:

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

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

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

Reviewing 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 recommending inclusion of the annual audited consolidated financial statements in the Company’s annual report on Form 10‑K;

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;

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

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;

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

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;

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

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

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

Approve the Internal Audit budget and resource plan;

Approve all engagements for audit and non-audit services by the independent registered public accounting firm; and

Review the adequacy of the Audit Committee Charter.

The Audit Committee met ~~nine~~four times during ~~2019.~~2022. 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.bnbbank.com~~www.dime.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, 2022;

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

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~~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;~~

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.

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

~~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~~2022 and filed with the SEC. In addition, the Audit Committee selected Crowe LLP to be the

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Company’s Independent Registered Public Accounting Firm for the year ending December 31, ~~2020,~~2023, 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~~four times ~~in fiscal year 2019.~~during 2022. The Compensation Committee consists of Directors ~~Arturi~~Chen (Chairperson), ~~Hefter,~~Devine, Lindenbaum and McCoy, Jr.~~, Nielsen, and Lindenbaum.~~ 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.bnbbank.com.~~

www.dime.com.

The Compensation Committee’s duties and responsibilities include, among ~~other duties,~~things:

Establish, review, and modify from time to time as appropriate the ~~responsibility to:~~

~~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 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;

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

Review, evaluate and recommend, in consultation with the Corporate Governance Committee, succession planning and management development for executive officers, including the CEO; and

Assist the Board in its oversight of the human resources activities of the Company, including diversity and inclusion initiatives.

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 equity and non-equity compensation, for the other officers are made under the authority of the Company’s ~~CEO.~~CEO and President. The Compensation Committee has engaged ~~McLagan,~~Aon’s Human Capital Solutions practice, a division at Aon plc

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(otherwise known as McLagan) (“Aon”), an outside and independent national compensation consulting firm, to assist in the annual review of its ~~incentive~~ compensation arrangements for the NEOs, ~~and all~~the review of incentive compensation arrangements for other employee groups of the ~~Bank. McLagan has not provided any~~Bank, and to provide recommendations on the amount and form of director compensation. The fees paid to Aon for their services in 2022 totaled $186,115.

The Compensation Committee considered the independence of Aon, in light of SEC rules and Nasdaq listing standards. The Committee requested and received a report from Aon addressing the independence of Aon and its consultants, including the following factors: (1) other services ~~for~~provided to us by Aon; (2) fees paid by us as a percentage of Aon’s total revenue; (3) policies or procedures maintained by Aon that are designed to prevent a conflict of interest; (4) any business or personal relationships between the ~~Company.~~

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 Aon and its consultants involved in the engagements did not raise any conflict of interest and that Aon has served as an independent compensation consultant.

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

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executive management. The Compensation Committee’s Chairperson reports the Committee’s recommendations on executive compensation to the Board. ~~Independent advisors~~

Compensation Committee Interlocks and Insider Participation

None of the ~~Company’s finance department support~~current members of the Compensation Committee, or former members who served during 2022, is, or was, an officer of the Company. During the year ended December 31, 2022, 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 ten times during 2022. The Corporate Governance Committee consists of Directors Suskind (Chairperson), Devine, Lindenbaum and Stein. 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 duties and responsibilities include, among other things:

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;

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;

Review, evaluate and recommend, in conjunction with the Compensation Committee and the Executive Chairman of the Board, succession planning and management development for executive officers, including the CEO;

In consultation with the Chief Executive Officer and the executive management of the Company, develop and assist in the implementation of appropriate director education and training programs for the Board; and

Monitor the Company’s Environmental, Social and Governance activities.

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DIRECTOR COMPENSATION

Compensation Paid to Board Members

All members of the Board of Directors of the Company also serve on the Board of the Bank. For fiscal year 2022, each outside (non-employee) director received an annual retainer fee of $130,000. The 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. See “Director Summary Compensation Table” below.

Directors’ Stock Purchase Program

The Company maintains the Dime Community Bancshares, Inc. Directors’ Stock Purchase Program (the “DSPP”). The DSPP permits outside directors to receive, in the form of Common Stock, all or any portion of Board, Committee Chair or Lead Director retainers that are otherwise payable in cash. Any election must be made during a period when open market trading is permitted and can only be changed or revoked during a similar period. All elections and changes are subject to Compensation Committee or Board approval. Elections are limited to a specific calendar year, and, therefore, must be renewed and approved by the Compensation Committee or Board each year. Under the DSPP, cash compensation is converted into shares of Common Stock based on the closing price of the Common Stock on the Nasdaq Stock Market on the date on which the cash compensation would otherwise be paid. Ms. Chen and Messrs. Perry and Stein participated in the DSPP during the year ended December 31, 2022.

Director Summary Compensation Table

The following table sets forth information pertaining to the compensation paid to non-employee directors for the fiscal year ended December 31, 2022:

Name⁽¹⁾	Fees Earned or Paid in Cash	Stock Awards	Total
Kenneth J. Mahon	$104,500	$85,500⁽⁴⁾	$190,000
Dennis A. Suskind	$79,750	$65,250⁽⁵⁾	$145,000
Paul M. Aguggia⁽²⁾	$5,958	$26,733⁽⁶⁾	$32,691
Rosemarie Chen	$85,250	$69,750⁽⁷⁾	$155,000
Michael P. Devine	$71,500	$58,500⁽⁸⁾	$130,000
Marcia Z. Hefter	$93,500	$76,500⁽⁹⁾	$170,000
Matthew A. Lindenbaum	$71,500	$58,500⁽⁸⁾	$130,000
Albert E. McCoy, Jr.	$79,750	$65,250⁽⁵⁾	$145,000
Raymond A. Nielsen	$79,750	$62,250⁽⁵⁾	$145,000
Vincent F. Palagiano⁽³⁾	$92,244⁽¹⁰⁾	$—⁽¹⁰⁾	$92,244
Joseph J. Perry	$85,250	$69,750⁽⁷⁾	$155,000
Kevin Stein	$85,250	$69,750⁽⁷⁾	$155,000

(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)	Director Aguggia commenced service as a director on September 21, 2022.

(3)	Mr. Palagiano ceased service as a director on September 21, 2022.

(4)	Value of 2,460 shares of restricted stock awarded on April 1, 2022.

(5)	Value of 1,877 shares of restricted stock awarded on April 1, 2022.

(6)	Value of 842 shares of restricted stock awarded on September 21, 2022.

(7)	Value of 2,007 shares of restricted stock awarded on April 1, 2022.

(8)	Value of 1,683 shares of restricted stock awarded on April 1, 2022.

(9)	Value of 2,201 shares of restricted stock awarded on April 1, 2022.

(10)

Upon his retirement on September 21, 2022, Mr. Palagiano’s annual restricted stock award of 1,683 shares, granted on April 1, 2022, was pro-rated based on the amount of time he served on the Board in 2022. Mr. Palagiano forfeited 842 shares of restricted stock and was paid cash in the amount of $26,701, representing the value of 841 shares of restricted stock.

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Board Diversity

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

Board Diversity Matrix (As of March 31, 2023)
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	—

Board diversity data was unchanged from March 31, 2022.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS

The Company believes it is of utmost importance to share the fundamental values that guide our daily operating approach, as well as our passion for serving our customers and our diversified markets. We are committed to actions that contribute to positive and sustainable results for all members of the markets we serve and the dedicated workforce on which we rely. In March 2023, the Company published its first Environmental, Social and Governance (“ESG”) report. The report highlights the Company’s policies, practices and strong commitment to the environment, its community and corporate governance. The report is available on the Company’s website, at https://investors.dime.com/esg.

Below are the various ways the Company and the Bank invest in their environment, social responsibility and corporate governance.

Environmental Awareness

The Company recognizes the importance of commercially responsible business practices. We have undertaken numerous initiatives that align with environmental mindfulness and will continue to evolve our practices over time. Given the location of our market on an island with many shore communities, it is paramount that we protect our community by making environmentally sound and conscious decisions while ensuring stability for the economic health of the people we serve.

Digital Transformation

The Bank is undertaking a significant investment to upgrade our online account opening capabilities, set to launch in 2023. In addition to improving the quality of the customer banking experience, digital solutions allow the Bank to reduce its environmental footprint by a reduction in customer travel and a reduction in paper consumption.

Facilities

The Company’s facilities team constantly searches for ways to reduce our carbon footprint while providing a comfortable and safe working environment.

When performing renovations to branches and office space, the facilities team upgrades all office lighting to LED fixtures.

The facilities team is responsible to ensure that all facilities are up to date according to safety compliance requirements and internal wellness initiatives.

The vendor selection process requires the consideration of environmentally sound practices of potential partners.

A hybrid work schedule for all corporate employees reduces gasoline consumption and emission.

Partnerships and Investments

The Company supports third parties whose mission is to improve, preserve and protect our environment.

Moriches Bay Project is a grassroots organization that strives to protect and conserve the bays on Long Island as well as improve water quality. Dime employees and family members volunteered at the Moriches Bay’s oyster farming project.

Septic Tank Program. Dime partnered with the Community Development Corporation of Long Island on a septic tank loan program. Dime provided no interest loans to homeowners to upgrade their septic systems.

Since December 2021, the Bank has purchased $13 million of bonds for its investment portfolio the proceeds of which will be used to finance or re-finance social and/or green assets including projects focused on renewable energy, energy efficiency and projects that facilitate the transition to a low carbon economy in the United States.

Social Commitment

We believe that investment in our people and communities is key to building meaningful, lasting relationships that facilitate success for our employees, customers and communities.

Our Employees and Directors

Diversity and Inclusion

The Company celebrates diversity and encourages diversity and inclusion throughout the organization.

The Bank has formed a management Diversity & Inclusion Committee reporting directly to the Board of Directors.

Formation of Affinity Groups throughout the organization, such as Women’s Affinity Group, Hispanic and Latinx Affinity Group, African American and Caribbean Affinity Group.

35% of the Bank’s senior management is female.

2 of the Company’s 12 directors are women.

1 director is a person of color.

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Employee Health and Wellness

The Company provides tools and resources to promote the health and safety of our employees.

The Bank’s Employee Assistance Program offers confidential counseling to employees from professionals with experience in physical and mental health, financial and social issues.

The Bank maintains the Healthier Together program through the Bank’s intranet that promotes various wellness topics. Past topics have included mental health, nutrition, and heart health.

The Bank offers a generous benefits program for its employees, including health, dental and vision insurance, personal time off, 401(k) program, flexible spending accounts, employee stock purchase plan, disability and life insurance, commuter cost reduction plan, and tuition assistance programs.

Employee Development

The Company is committed to offering employees a variety of opportunities to enhance their skills, develop their knowledge and expand their professional capacities.

Internal training provided to help employees succeed.

Educational Assistance Program provides employees assistance with tuition.

Our Communities

Regulatory Recognition

Bank received an “outstanding” rating in its ~~duties~~most recent Federal Reserve Bank Community Reinvestment Act (“CRA”) examination.

The Federal Reserve noted that the Bank helped conduct over 150 seminars during the examination period in partnership with local not-for-profits covering financial literacy, home ownership, small business, and ~~along~~workforce development.

Service and Volunteerism.

During 2021-2022 175 Bank employees volunteered for Island Harvest; 100 Bank employees volunteered for Habitat for Humanity.

Over 70 Bank officers serve on not-for-profit boards.

Economic Assistance.

The Bank has a goal of investing 10% of Tier 1 Capital in CRA qualified investments. At 12/31/22, CRA qualified investments represented 18% of Tier 1 Capital.

Since 2020 the Bank has made over 350 community development loans totaling over $1.25 billion.

The Bank participates in the Fannie Mae HomeReady and SONYMA first-time homebuyers programs to provide assistance to first-time homebuyers.

The Bank partners with the FHLBNY to offer grants to income-qualified first-time homebuyers.

In 2022 the Bank started a small business loan program providing loans for as little as $25,000. We originated over 500 of these loans totaling $40.5 million.

The Bank partners with various groups in providing fair access to capital: NYC-based CDFI Accompany Capital, the Urban League of Long Island, Brooklyn PowerUp sponsored by the Brooklyn Public Library, and 1010 WINS Small Business Challenge.

During 2021-2022 the Bank issued 130 mortgages to low and moderate-income communities and customers.

Governance

The Company is committed to building a resilient, sustainable company by staying true to a strong governance framework, ethical business practices and proactive thinking.

Corporate Governance.

The Board has designated an independent Lead Director.

Separation of Executive Chairman and CEO ~~COO, CFO,~~roles to enhance Board independence and ~~CTO, may be delegated authority~~oversight.

Standing committees are comprised of independent directors.

Majority of Board is independent.

Board members are elected annually.

The Board and Board committees conduct annual self-assessments to ~~fulfill certain administrative duties regarding~~measure their effectiveness.

Minimum stock ownership requirements for directors and NEOs.

Board and Board committees have the right to retain independent outside financial, legal and other advisors.

Corporate Conduct.

The Company maintains a Code of Conduct and Ethics policy.

Whistleblower policy applicable to all employees.

Insider Trading and Confidentiality Policy governing trading of Company securities by the Board, executive management and other employees of the Company.

The Bank provides training to the Board and employees on harassment, ethics, and privacy.

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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
	Michael Fegan			SEVP and Chief Technology & Operations Officer
	Conrad J. Gunther			SEVP and Chief Lending Officer
	Avinash Reddy			SEVP and Chief Financial Officer
	Julie Levy			EVP and Chief Marketing Officer
	James J. Manseau			EVP and Chief Banking Officer
	Christopher Porzelt			EVP and Chief Risk Officer
	Patricia M. Schaubeck			EVP and General Counsel
	Austin Stonitsch			EVP and Chief Human Resources Officer
	Brian Teplitz			EVP and Chief Credit 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 65

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, Mr. Lubow was founder, President, and Chief Executive Officer of Community State Bank, Executive Vice President and Chief Operating Officer of Garden State Bank, and Chief Operating Officer at Dollar Dry Dock Bank. Prior to Dollar Dry Dock Bank. Mr. Lubow held senior positions at various regional banks.

Michael Fegan, age 57

Senior 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.

Conrad J. Gunther, age 76

Senior Executive Vice President and Chief Lending Officer of the Company and 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 38

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.

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Julie Levy, age 59

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 59

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 56

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.

Patricia M. Schaubeck, age 62

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, from 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 67

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 65

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 North Fork 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.

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 2022.

	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

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Company Performance

The Company delivered strong resuts in 2022. Successes of 2022 included:

(1)	Non-Interest-Bearing Deposits. The Bank was able to maintain strong non-interest-bearing deposit balances in 2022. Average non-interest-bearing deposits totaled 37.2% of average total deposit balances for fiscal year 2022.

(2)	Efficiency Ratio. The Company maintained its strong focus on expense discipline. Despite increased pressures on costs due to the inflationary environment, the Company’s reported efficiency ratio was 48.0% for fiscal year 2022, compared to 61.4% for fiscal year 2021.

(3)	Asset Quality. The Company’s asset quality metrics improved on a year-over year basis. Non-performing assets and loans 90 days past due and accruing represented only 0.26% of total assets at December 31, 2022 compared to 0.36% of total assets at year-end 2021.

(4)	Loans. Total loans held for investment increased by $1.3 billion, or 14.3%, to $10.6 billion during 2022.

(5)	Returns. Reported net income available to common shareholders for the twelve months ended December 31, 2022 increased by 50% on a year-over-year basis. Reported Return on Assets was 1.22% for fiscal year 2022, compared to .86% for fiscal year 2021.

(6)	Community Reinvestment. The Bank received an overall Community Reinvestment Act rating of “Outstanding” from the Federal Reserve Bank of New York.

Key Compensation Decisions in 2022 – Executive Summary

In 2022, the Compensation Committee’s independent compensation consultant, Aon, performed a peer group analysis of the compensation ~~programs.~~of the Company’s NEOs, using the Company’s defined peer group (see “Setting Executive Compensation,” below). Based on this analysis, the Company’s 2022 performance, and the results of the 2022 shareholder advisory vote on 2021 executive compensation, the following compensation decisions were made by the Company in 2022, which are explained in more detail below.

Base Salaries

Base salaries were set in conjunction with the Merger and, except for Ms. Schaubeck, were maintained at those levels through 2022. Ms. Schaubeck’s annual base salary was increased effective April 1, 2022 from $350,000 to $375,000.

2022 Annual (Cash) Incentive Plan (“2022 AIP”)

In March 2023, the NEOs were paid annual cash incentives under the 2022 AIP for 2022 performance. Incentive opportunities for each NEO under the 2022 AIP were unchanged from 2021 levels. As more fully discussed below under “2022 AIP,” each of the NEOs were paid 138.3% of the corporate performance goals under the 2022 AIP and 100% of the discretionary portion of the 2022 AIP.

2022 Long-Term (Equity) Incentive Plan (“2022 LTIP”)

In March 2022, the Compensation Committee awarded restricted stock to the NEOs under the 2022 LTIP. The awards were comprised of 60% performance-based awards and 40% time-vested awards. Except for Mr. Lubow, incentive opportunities for each NEO under the 2022 LTIP were unchanged from 2021 levels. Mr. Lubow’s target payout under the 2022 LTIP was increased to 65% of base salary from 50% for the 2021 Long-Term (Equity) Incentive Plan in recognition of his significant contribution to the positive results of the Company and his key responsibilities for the day-to-day operations of the Company. Long-term incentive awards are described in more detail below under the heading, “2022 LTIP.”

Retirement Benefits

The Company maintains the Dime Community Bank Supplemental Executive Retirement Plan (“SERP”). The SERP is intended to make participants in the SERP whole for the amounts that would have been contributed to the BNB Bank Pension Plan (the “Pension Plan”) and the Dime Community Bank 401(k) plan (the “401(k) Plan”) but for limits imposed by the Internal Revenue Code of 1986. Messrs. O’Connor and Lubow participate in the defined benefit portion and 401(k) portion of the SERP. Messrs. Reddy and Gunther and Ms. Schaubeck participate in the 401(k) SERP. The SERP is discussed in more detail below under the heading, “Retirement and Other Benefits.”

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Perquisites

In lieu of any perquisites, Messrs. O’Connor and Lubow are paid an annual sum of $100,000 and Messrs. Reddy and Gunther are paid an annual sum of $50,000. Ms. Schaubeck is paid a car allowance of $700 per month. Perquisites are discussed in more detail below under the heading, “Perquisites and Other Personal Benefits.”

Response to 2022 Shareholder Advisory Vote on 2021 Executive Compensation

In 2022, the Company failed to obtain shareholder approval of the advisory vote (“say-on-pay”) on 2021 executive compensation, with 53.4% of shareholders voting against 2021 executive compensation and 46.6% of shareholders voting in favor of 2021 executive compensation. The Board takes the shareholder say-on-pay vote very seriously and is committed to gaining a better understanding of the reasons for the negative result and addressing the underlying concerns.

Shareholder engagement is a continuous process for the Company and executive management regularly engages in dialogue with its largest shareholders. In response to the negative say-on-pay vote, executive management (namely, the Chief Financial Officer and the General Counsel and Corporate Secretary) reached out to the Company’s twenty largest shareholders (excluding Basswood Capital Management), representing 56% of shares outstanding, to specifically engage in a dialogue concerning executive compensation. Six of the twenty shareholders representing 37% of shares outstanding agreed to speak with us. Director Chen, Chair of the Compensation Committee, participated in calls with four of the six shareholders.

We learned that the failed say-on-pay vote was primarily a result of the compensation paid in connection with the Merger, particularly the one-time equity grants and the payout to our CEO under the Bridge Supplemental Executive Retirement Plan (the “Legacy Bridge SERP”). We heard support for the structure of our ongoing AIP and LTIP plans, but with different views on metrics. Many of the conversations extended beyond compensation and included discussion on corporate governance issues, such as ESG disclosure, board composition, diversity, and cybersecurity. Common compensation themes included the following:

	What We Heard			What We Did
	One-time equity grants. The one-time equity grants associated with the Merger were excessive and should have been tied to performance.			The Merger was negotiated, signed, and closed during the COVID-19 pandemic. As such, Merger-related goals were not easily defined, and the Board deemed it crucial to retain executive management and ensure a successful closing of the Merger during those uncertain times. The Compensation Committee utilized an independent compensation consultant in structuring the equity grants. Under the current executive incentive compensation plans, 60% of equity grants are performance based and 40% are time vested. One-time grants are not a component of the current incentive compensation plans.
	SERP. There was dissatisfaction expressed concerning the Legacy Bridge SERP payout to the Company's CEO in connection with the Merger.			The Legacy Bridge SERP payout was not discretionary; the terms of the Legacy Bridge SERP mandated payment as the Merger was a change in control as defined under the SERP.
	Discretion. There were various points of view regarding Compensation Committee discretion as a component of incentive compensation.			In 2021, discretion accounted for up to 30% of the AIP, reflecting non-monetary goals of: regulatory compliance, core and ancillary systems conversions, cybersecurity risk and response, community reinvestment, liquidity compliance, stock price performance, and employee engagement and development, In 2022, the discretionary component of the AIP was reduced to 20% and the Committee placed greater weight on quantitative Corporate Factors. In addition, the Compensation Committee can apply negative discretion to the entire AIP.
	Performance-based compensation. There was consensus that a majority of incentive equity compensation should be performance based.			The Company's LTIP is comprised of 60% performance-based equity and 40% time vested equity.

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	What We Heard			What We Did
	Single trigger employment and change in control agreements. There was a belief that the Company had single trigger employment and change in control agreements.			The Company does not have single trigger agreements. All agreements are double trigger for change in control severance payments. Former CEO of Legacy Dime, Kenneth Mahon, who received various payments as part of the Merger, discontinued serving as an employee of the Company and the Bank in conjunction with the closing of the Merger and is not an active employee of the Company or the Bank. As such, any payments to him, did not qualify as single trigger payments.

The shareholder outreach confirmed that the negative say-on-pay vote was primarily driven by certain aspects of the Merger-related compensation. The shareholders we spoke with were generally supportive of the structure of the Company’s ongoing AIP and LTIP plans. Nevertheless, the AIP and LTIP plans were modified in 2022 to further align executive compensation to shareholder interests. In addition, the say-on-pay vote played a role in the Compensation Committee’s decision to keep base salary levels for the majority of the NEOs, including the CEO, flat for 2022.

In 2022, the Compensation Committee modified the AIP and decreased the discretionary component of the AIP to 20% from 30% and increased the quantitative Corporate Factors to an 80% weighting. In addition, the Compensation Committee ~~engaged McLagan~~substituted one Merger-related factor that was achieved in 2021 (core and ancillary systems conversions) with a new discretionary factor deemed important to ~~assist~~the ongoing success of the Company: asset quality and management of classified assets. Also, ESG was added as a discretionary factor. The Corporate Factors of the 2022 AIP and the performance metrics of the 2022 LTIP were revised, and the plans do not have any overlapping metrics (the 2022 AIP and 2022 LTIP are described in more detail below under the headings, “2022 AIP” and “2022 LTIP,” respectively). The Company will continue to monitor the level of support for each say-on-pay proposal in the ~~review~~future and will consider this alongside other factors as it makes future executive compensation decisions.

Compensation Philosophy and Objectives

The Company’s executive compensation philosophy is, consistent with prudent banking business practices, to provide competitive target compensation opportunities with actual amounts earned commensurate with the Company’s financial performance and the generation of ~~potential risks stemming from~~long-term value for shareholders through dividends and stock price appreciation. The goals of the executive compensation program are to enable the Company to attract, develop and retain an executive team capable of maximizing the Company’s performance for the benefit of its shareholders.

To accomplish these goals, the Company sets a base salary to provide a reasonable level of predictable base income and near- and long-term performance-based compensation to provide the NEOs with clear opportunities to increase the value of their compensation by positive contribution to shareholder interests. The pay elements are intended to balance an appropriate mix of risk and return. Annual incentive awards are designed to provide incentives to encourage efforts to attain near-term goals, which do not encourage excessive risk taking. Long-term performance-based and time-vested restricted stock awards align executives’ interests with the Company’s shareholders and serve to retain executives over the long term.

The Compensation Committee, with the assistance of our independent compensation consultant, routinely reviews our compensation practices to ensure they support our compensation philosophy, are risk appropriate, are market competitive and align our executives with shareholder interests. In support of this philosophy, the following summarizes the Company’s compensation ~~programs. McLagan conducted~~governance and compensation practices:

	What We Do			What We Don’t Do
	Conduct annual shareholder advisory vote on compensation of our Named Executive Officers.			We do not permit the hedging of Company securities.
	Maintain a Compensation Committee comprised entirely of independent directors.			We do not allow for the repricing of the exercise price of stock options except in connection with corporate transactions or the approval of shareholders.
	Retain an independent executive compensation consultant to the 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.			We do not permit the pledging of Company securities.
	Maintain a clawback policy.

TABLE OF CONTENTS

	What We Do			What We Don’t Do
	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 annual and long-term incentive plans with performance goals aligned with shareholder interests.
	Provide that a substantial portion of long-term equity awards are based on corporate goals.
	Provide that 60% of long-term incentive equity awards are performance based.
	Actively and regularly engage with shareholders on executive compensation and corporate governance matters.

For NEOs, compensation comparisons are based on a ~~comprehensive review~~peer group of banks, taking into consideration asset size, geographic location, and ~~evaluation~~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 ~~plans covering all employees~~compensation arrangements to ensure that they are balanced with respect to risk, have effective controls and are compatible with regulatory guidance. The Company’s compensation program is designed to mitigate risk by: (1) providing competitive non-performance-based salaries, retirement and fringe benefits, (2) incorporating cash incentives to reward current successes, in relation to forecast performance derived from the Strategic Plan, and (3) including long-term incentives in the form of stock awards and performance-based shares, as well as maintaining stock ownership and retention requirements, to sustain focus on long-term shareholder value.

In 2021, in accordance with best practices, the Compensation Committee engaged Aon to conduct a risk assessment of the ~~Company.~~Company’s incentive compensation arrangements. In performing its risk assessment, Aon 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~~Aon reviewed the results of its assessment with the Committee and with management. Based on the results of the independent assessment by ~~McLagan~~Aon 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.~~

the Company. The Compensation Committee ~~considered the independence of McLagan,~~determined that an external risk assessment in light of SEC rules and 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 us2022 was not necessary 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.

~~Compensation Committee Interlocks and Insider Participation~~

The Compensation Committee consists of Directors Arturi (Chairperson), Hefter, McCoy, Jr., Nielsen, and Lindenbaum. None of these directors was during 2019, or is formerly, an officer of the Company. During the year ended December 31, 2019, 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.

~~EXECUTIVE COMPENSATION~~

~~Compensation Discussion and Analysis~~

The primary goals of the Compensation Committee (“Committee”) for 2019 were consistent with its established philosophy of providing compensation arrangements for executive officers that are designed to attract and retain executives who can perform and manage the Company in the shareholders’ best interest. These compensation arrangements are designed to be aligned with the performance of the Company both on a short-term and long-term basis and are based on individual contributions and 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:

~~Performance~~: Reported returns on average assets and equity for 2019 were 1.10% and 10.84%, respectively, and the Company’s net income was $51.7 million, or $2.59 per share compared to $39.2 million or $1.97 per share reported in 2018. The 2018 results included several one-time charges: (i) ~~a second quarter 2018 balance~~

~~- 14 -~~

~~sheet restructure and fourth quarter office relocation and consolidation resulting in total charges of~~ ~~$6.8 million after tax, and (ii) a $6.9 million after tax charge related to the fraudulent conduct of a business customer through their deposit accounts at the Bank.~~

~~Growth Strategy~~: The Company has continued its disciplined growth strategy delivering growth in both loans and demand deposits. During 2019, the Company experienced growth in loans of $404.5 million, 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 recognized 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% of total assets, at December 31, 2018. Non-performing assets remain significantly better than peers.

~~Capital Management and Dividend Payments~~: The Company has attracted and retained access to the capital and debt markets, and 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 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 of uninterrupted dividends.

~~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 – Executive Summary~~

~~Increased Base Salaries~~ – Based upon a review of compensation paid to executives in the proxy peer group 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 by the Compensation Committee and Board. The board retains 20% discretion. The STIP establishes threshold, target and maximum performance criteria for each performance goal. The Company must achieve threshold performance level in order for a minimum payout to occur. For 2019, the Company’s performance achievement was 72% of maximum based on reported results. After 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 inclusive of 20% board discretion, as provided in the plan. This achievement is between target and maximum performance compared to 62% achievement in 2018. No discretion was awarded by the Board in 2018. The Plan awards for 2019 were paid 100% in cash for all NEOs 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 range of between 30‑60% of salary. The LTI Plan includes 60% performance based awards and 40% time vested awards. The performance based awards are in the form of 30% Performance Share Units (“PSUs”) and 30% premium priced stock options. The PSUs cliff vest after three years contingent upon the achievement of the Board established 3 year EPS goals, subject to adjustment up or down based upon the Company’s 3 year total shareholder return (“TSR”) relative to peer banks. The stock options reflect an exercise price at a 10% premium to the closing price at the date of grant. The time vested awards are in the form of restricted stock units (“RSUs”) 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 of the STIP award earned 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 performance 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 to the executive compensation disclosed in last year’s proxy statement. 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. 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~~

The Committee has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The goal of the Committee is 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 part of a group, have the ability to expose the Company or Bank to material amounts of risk. The Committee annually reviews the administration of the 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 the NEOs and other covered employees. The incentive compensation plans are designed to be consistent with safety and soundness standards and the regulatory guidance on SICP. The Plans include consideration 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 independent compensation consultant to review~~ the design ~~of the Company’s compensation plans and associated policies and procedures in light of the compliance requirements of the SICP.~~

~~The compensation philosophy includes:~~

~~Aligning shareholder value with compensation;~~

~~Providing a direct and transparent link between our performance and pay for the NEOs;~~

~~Aligning the interests of the Company’s senior 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 to the Company’s senior executives at a level consistent with the Company’s performance related to the Company’s selected peer group (the market);~~

~~Provide total cash compensation (salary and cash incentive compensation) to the Company’s senior executives at a level consistent with performance related to market;~~

~~Provide total direct compensation (the sum of salary, cash incentives and equity incentives) at a level consistent with performance related to market, based on planned and cumulative performance;~~

~~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. However, reasonable exceptions to this market comparison methodology are considered as appropriate by the Committee.

~~In addition, the Company’s compensation philosophy is 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 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 arising 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 considered to be material if they are material to 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~~

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~~features of the incentive compensation arrangements ~~are consistent with~~and the governance and oversight aspects of the plans were unchanged from 2021.

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 ~~Bank’s safety~~the Director of Human Resources are asked to provide input on corporate objectives and ~~soundness.~~individual performance. Input from these individuals is considered to be suggestions and recommendations

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~~Role of CEO in~~

for the Compensation ~~Decisions~~

Committee’s consideration. 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~~Aon’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 comparable 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 2022 peer group ~~are:~~

~~Asset Size~~

were:

~~Geographic Location~~

Asset Size

~~Return on Average Equity (“ROAE”)~~

Geographic Location

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

Loan Portfolio Focused on Commercial Lending

~~Loan Portfolio Focused on Commercial Lending~~

The Compensation Peer Group was reviewed and revised by the Compensation Committee in ~~2018, and changes~~2022. Changes were made to ~~replace~~substitute previous peer banks that were ~~acquired.~~involved in mergers or were not public companies. 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~~2022 pay levels ~~and to assess relative total shareholder return for 2019 PSU grants for the NEOs follows:~~

were:


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

(1)

Banks removed from peer group in 2022: Columbia Financial, Inc. (mutual ownership structure), First Midwest Bancorp, Inc.

~~Univest Corporation of Pennsylvania~~

(merger activity), and Investors Bancorp, Inc. (merger activity).

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.

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 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~~2022 Executive Compensation Components

For fiscal year ended December 31, ~~2019,~~2022, 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

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~~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 perquisites, retirement and other benefits. During 2022, the Company was a party to employment agreements with Messrs. O’Connor, Lubow, Reddy, and Gunther, 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 2022 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~~2022 and ~~2018 follows:~~

2021 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

-%

~~The increases in 2019 base salaries addressed individual performance as well as the general shortfall to market and brought~~

2022

2021

% Change

Kevin M. O’Connor

$900,000

$900,000

0.0%

Stuart H. Lubow

$700,000

$700,000

0.0%

Avinash Reddy

$500,000

$500,000

0.0%

Conrad J. Gunther

$440,000

$440,000

0.0%

Patricia M. Schaubeck⁽¹⁾

$375,000

$350,000

7.1%

(1)
Ms. Schaubeck’s salary was increased effective April 1, 2022 to bring her into a more competitive range of base salaries paid to comparable positions in the Compensation Peer Group.

2022 AIP

Our 2022 AIP provides the NEOs ~~into a competitive range of base salaries paid~~with the opportunity to ~~comparable positions in the peer group. Mr. O’Connor’s increase of 12% also reflects that he did not receive~~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 2022 AIP are to align annual incentive compensation with financial benchmarks set forth in the Company’s 2022 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 ~~are measured~~collaboration, and to motivate and reward the achievement of specific, measurable performance objectives. The Target level of performance for the 2022 AIP was based on the baseline financial budget approved by the Board of Directors. For reference, for the prior year ~~ended December 31, 2019. The Board retains an additional 20% discretion. The “Adjusted” Operating Expense to Average~~(2021), the Company’s actual Pre-Tax Pre-Provision Income was $154.4 million, the Return on Assets ~~goal above is consistent with~~was .86%, and the ~~adjusted measures presented~~Efficiency Ratio was 61.4%. As outlined in the ~~Company’s 2019 earnings release and excludes amortization of other intangible assets. For~~table below, each ~~performance goal, the Board established three performance levels; Threshold, Target and Maximum Performance. Additionally, for each individual performance goal, up to 150%~~ of the ~~goal weighting can be achieved. However,~~2022 AIP metrics at Target level were an improvement from the ~~total STIP award~~actual 2021 results. The 2022 AIP is ~~capped at the maximum %~~comprised of base salary for each NEO. The payout opportunities as a % of base salary noted below are consistent with 2018. In order to earn a minimum payout, the Company’s performance achievement must equal or exceed the threshold level. If noneCorporate Factors (defined below) that represent 80% of the performance criteria are achieved, no short term incentive is earned under the Plan. However, the 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~~2022 AIP opportunity, and discretionary factors that represent 20% of the 2022 AIP opportunity.

The following table sets forth the performance metrics under the 2022 AIP.

Corporate Factors (80%)	Weighting	Threshold	Target	Maximum
Adjusted Pre-Tax Pre-Provision Income⁽¹⁾	33.3%	$176,400,000	$196,000,000	$215,600,000
Adjusted Return on Assets⁽¹⁾	33.3%	0.92%	1.08%	1.24%
Adjusted Efficiency Ratio⁽¹⁾	33.3%	54.30%	49.30%	44.30%
Discretionary Performance Measures (20%)	—	—	—	—

(1)	Excludes one-time items such as: Merger-related expenses, severance expenses, gains from sales of securities and other assets, branch closure expenses, expenses related to termination of borrowings, and other one-time items.

TABLE OF CONTENTS

In addition to the Corporate Factors, the Compensation Committee considered the following qualitative factors which were identified at the beginning of 2022 and assessed on a discretionary basis in finalizing 2022 AIP payouts: Regulatory Compliance, Cybersecurity Risk and Response, Community Reinvestment, Liquidity Compliance, Asset Quality and Management of Classified Assets, Stock Price Performance, Employee Retention and New Hires, and progress on ESG. These supplemental factors comprise 20% of the AIP opportunity, reduced from 30% in 2021. The Compensation Committee reduced the weighting of discretionary component ~~in consideration~~ of the ~~impact~~AIP to 20% from 30% and increased the quantative Corporate Factors to an 80% weighting. In addition, the Compensation Committee substituted one Merger-related factor that was achieved in 2021 (core and ancillary systems conversions) with a new discretionary factor deemed important to the ongoing success of ~~certain strategic decisions~~the Company: asset quality and management of classified assets. Also, progress on ESG was added as a discretionary factor.

The Compensation Committee believes that the ~~reported results, including~~2022 AIP balances risk-taking with performance. Therefore, the ~~intentional run-off~~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. In addition, the Compensation Committee can apply additional discretion to payouts under the AIP as needed to reflect the business environment, market conditions, budgetary constraints, and other risk management considerations.

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 ~~cost broker and 1031 deposits and~~level (i.e. 150% of Target) for Maximum performance. Performance below Threshold will be zero. Performance in between levels is interpolated to reward incremental performance.

The table below summarizes the ~~sale and runoff~~incentive opportunities for the NEOs for the 2022 plan year:

Name and Principal Positions	Salary ($)	Threshold Payout ($) and % of Salary	Target Payout ($) and % of Salary	Maximum Payout ($) 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	$375,000	$75,000	$150,000	$225,000
Patricia M. Schaubeck EVP and General Counsel		20.0%	40.0%	60.0%

Results of ~~lower yielding investments. The Board determined STIP was awarded at 92% achievement (equivalent~~the Corporate Factors relative to ~~138%~~the pre-established objectives were as follows:

Corporate Measures	Weight	Threshold (50%)	Target (100%)	Maximum (150%)	Actual Results	Bonus at Target ($)	Total Permitted Bonus ($)	Weighted Result
Adjusted Pre- Tax Pre- Provision Income⁽¹⁾	33.33%	$176,400,000	$196,000,000	$215,600,000	$218,351,000	$769,453	$1,154,180	150.0%
Adjusted Return on Assets ⁽¹⁾	33.33%	0.92%	1.08%	1.24%	1.22%	$769,453	$1,101,526	143.2%
Adjusted Efficiency Ratio⁽¹⁾	33.33%	54.3%	49.3%	44.3%	47.1%	$769,453	$935,697	121.6%
TOTAL						$2,308,359	$3,191,403	138.3%

(1)	Excludes one-time items such as: gains from sales of securities and other assets, Merger-related expenses, severance expenses, branch closure expenses, expenses related to termination of borrowings, and other one-time items.

TABLE OF CONTENTS

Consistent with the design of ~~target) inclusive of 20% board discretion and resulted in~~the 2022 AIP, the Compensation Committee also considered each NEO’s contribution to the following ~~payout as a percentage of base salary for~~discretionary factors in determining each ~~NEO:~~

NEO’s 2022 AIP payment.

(1)	Regulatory Compliance. Since the closing of the Merger, the Company and the Bank have maintained full regulatory compliance with all of its regulators.

(2)

Cybersecurity Risk and Response. The Bank continues to prioritize cyber risk and manages the increased risk of ransomware and other sophisticated threats. The Bank has not had any significant disruptions related to these threats. We continue to encourage a culture of cyber awareness and hygiene through employee training and Board-level engagement. The Company’s cyber program has been aligned with its hybrid work environment.

(3)

Community Reinvestment. The Bank received an overall Community Reinvestment Act rating of “Outstanding” from the Federal Reserve Bank of New York (“FRBNY”) in its most recent exam of the Bank in January 2022. The FRBNY noted that the Bank is a leader in making community development loans and uses innovative and flexible lending practices to meet the credit needs of the communities it serves.

(4)	Liquidity Compliance. Management operated the Company with appropriate liquidity levels in 2022 while managing the net interest margin. The Bank continually conducts a variety of liquidity stress tests.

(5)

Asset Quality and Management of Classified Assets. The level of past due loans and criticized and classified assets improved over the course of the year. The reduction in criticized and classified assets was a result of proactive monitoring of pandemic-era credit downgrades and establishment of a specialized group within the credit department.

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~~

Metric

12/31/22

12/31/21

Decline

Non-Performing Assets and 90 days Past Due/Total Assets

.26%

.36%

-28%

Special Mention Loans

$103.7 million

$174.0 million

-40%

Substandard Loans

$160.5 million

$496.9 million

-68%

Doubtful Loans

$11.1 million

$25.1 million

-56%

(6)
Stock Price Performance. The Company slightly underperformed the average stock performance of its peer group, as shown in the following table:

	Stock Price Performance (January 1, 2022 – December 31, 2022)
	Dime Community Bancshares, Inc.			-9.5%
	Average of Peer Group ⁽¹⁾			-9.2%

(1)

Peer group includes: Atlantic Union Bankshares Corporation, Berkshire Hills Bancorp Inc., Brookline Bancorp Inc., ConnectOne Bancorp Inc., Customers Bancorp Inc., Eagle Bancorp Inc., Eastern Bankshares, 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, Premier Financial Corp., Provident Financial Services, Inc., S&T Bancorp Inc., Sandy Spring Bancorp Inc., Tompkins Financial Corporation, TowneBank, United Bankshares, Inc., WesBanco Inc. and WSFS Financial Corporation.

(7)

Employee Retention and New Hires. The Company focused its human resource efforts in 2022 on the retention of employees and the hiring of new talent who offer innovative ideas and perspectives. The Bank did not lose any key employees in its retail network or lending groups. Significant hires were made in middle market lending and administrative support. Robust internship programs and employee referral programs aided in acquiring talent. Also, the Company was active in conducting focus groups, quarterly meetings with officers, personalized smaller group meetings with employees, and the development of various Affinity Groups.

(8)	Progress on ESG. The Company published its inaugural ESG report in the first quarter of 2023.

Also, 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~~Compensation Committee ~~and Board~~ determined that the ~~amount earned under~~2022 plan performance trigger based on Consolidated Company Total Risk-Based Capital ratio was above 10.5% at 2022 year-end. After considering the ~~STIP will be paid partially~~above, the Compensation Committee concluded that the NEOs’ performance, relative to the discretionary goals, warranted the discretionary payout for 2022 at 100%.

TABLE OF CONTENTS

Based upon the overall financial results and evaluation of the discretionary measures, in ~~cash and partially~~finalizing 2022 AIP payouts, the Compensation Committee approved the annual incentive payments in ~~restricted stock awards. For 2019,~~ the CEO STIP award was paid out 80% cash and 20% restricted stock awards. The other four NEO received their STIP awards in 100% cash, consistent with peers. For 2018, STIP awards 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. Dividendstable below. These amounts are paid on unvested restricted stock awards. The incentive compensation earned by NEOs for the years ended December 31, 2019 and 2018, respectively, reflecting the impact 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 restricted stock awards~~ noted in the ~~table above are included in the 2019 Summary Compensation Table under the heading “Stock Awards.”~~

~~Long Term Stock Incentive Program~~

~~The 2012 Stock-Based~~column, “Non-Equity Incentive Plan (“2012 Equity Incentive Plan”), which was approved by the Company’s stockholders at the 2012 Annual Meeting of Stockholders, gives the Board the latitude to provide incentives and rewards to employees 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 grant of stock-based and other incentive awards to officers, employees and directors of the Company. The 2019 Equity Incentive Plan superseded the Bridge Bancorp, Inc. 2012 Stock-Based Incentive Plan (the “2012 Equity Incentive Plan”). 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 any 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 made under the 2012 Equity Incentive Plan. Currently outstanding grants under the 2012 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 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

~~- 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 performance 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 the NEOs to include performance based awards. The awards are discretionarily determined by 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 cliff vest contingent upon the achievement of the Board established 3 year EPS goals, which are aligned with budget and the strategic plan. Threshold achievement is required 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 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 awards are 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~~” in the Summary Compensation Table ~~does not represent actual payments~~below.

Name	Target ($)	Corporate Performance Achieved (80% Weight) (138.3% of Target) ($)	Discretionary Factors (20% Weight) (100% of Target) ($)	Total 2022 AIP Payment ($)	Total Payment as a % of Target
Kevin M. O’Connor	$ 900,000	$ 995,430	$180,000	$1,175,430	130.6%
Stuart H. Lubow	$700,000	$774,223	$140,000	$914,223	130.6%
Avinash Reddy	$225,000	$248,857	$45,000	$293,857	130.6%
Conrad J. Gunther	$198,000	$218,995	$39,600	$258,595	130.6%
Patricia M. Schaubeck	$150,000	$165,905	$30,000	$195,905	130.6%

2022 LTIP

The 2022 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. More specifically, the program is designed to meet the following objectives: long-term sustained performance, shareholder alignment, executive equity interest in the Company, enable the Company to attract and retain top talent, balance risk and compensation, and position executive compensation to be ~~received upon retirement. It merely~~competitive with market at performance goals.

The 2022 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. PRSAs are earned based on actual performance of the metrics through the end of the forward-looking three year performance period, i.e., 2024.

•	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).

RSAs are granted at Target but allow for adjustment (0% to 150%) in consideration of qualitative/discretionary factors that the Compensation Committee may consider.

The table below reflects the ~~change~~performance metrics selected for the PRSAs for the 2022-2024 performance cycle. Once the defined threshold level of performance is achieved, payouts can vary from 50% of Target for Threshold level of performance to a maximum payout of 150% of Target for Maximum performance. Performance in between ~~the current and prior year’s actuarial estimate of pension benefits,~~levels is interpolated to reward incremental performance. Relative TSR performance will be measured based on ~~actuarial assumptions~~the Company’s performance relative to constituents of the KBW Regional Banking Index.

Relative Total Shareholder Return(“TSR”)⁽¹⁾

50%

25^th percentile

50^th percentile

75^th percentile

Adjusted ROATCE ⁽¹⁾⁽²⁾

50%

11.6%

14.5%

17.4%

(1)	Measurement period is from January 1, 2022 through December 31, 2024.

(2)	ROATCE = Return on Average Tangible Common Equity. Adjusted ROATCE excludes one-time items such as: Merger-related expenses, severance expenses, gains from sales of securities and other assets, branch closure expenses, expenses related to termination of borrowings, and other one-time items.

The Compensation Committee deemed Relative TSR an important measure of the Company’s achievement for shareholders over the long term by taking into consideration stock price appreciation and ~~external economic factors such~~reinvestment of dividends.

Adjusted ROATCE was selected as ~~fluctuating interest rates. These calculations do not necessarily correlate~~a metric by the Compensation Committee as an appropriate measure of how well the Company uses capital to generate profits.

TABLE OF CONTENTS

The table below summarizes the incentive opportunities for the NEOs for the 2022 plan year:

Name and Principal Positions	Salary ($)	Threshold Payout ($) and % of Salary	Target Payout ($) and % of Salary	Maximum Payout ($) 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	$227,500	$455,000	$682,500
Stuart H. Lubow President and COO	—	32.5%	65.0%	97.5%
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	$375,000	$65,625	$131,250	$196,875
Patricia M. Schaubeck EVP and General Counsel	—	17.5%	35.0%	52.5%

In December 2021, the Compensation Committee agreed to amend Mr. Lubow’s Employment Agreement (see “Employment Agreements” below) by increasing Mr. Lubow’s Target payout under the Company’s long-term incentive plan to 65% of base salary from 50% of base salary previously, effective with the ~~value~~2022 LTIP. The Compensation Committee considered Mr. Lubow’s efforts on integration of ~~actual benefits received~~the merged banks and ~~the plan does not measure individual or Company performance as assessed by the Committee and is therefore, in the Committee’s view, irrelevant~~his significant contribution to the ~~pay-for-performance assessment.~~

~~Realizable compensation also excludes other indirect compensation elements, such as Company contributions~~positive results of the merged Company. The Committee acknowledged Mr. Lubow’s key responsibilities for the day-to-day operations of the Company.

In March 2022, the Compensation Committee awarded restricted stock to the ~~401(k) Plan~~NEOs under the 2022 LTIP as follows: Mr. O’Connor – 65% of base salary, or $584,959; Mr. Lubow - 65% of base salary, or $454,975; Mr. Reddy – 35% of base salary, or $174,959; Mr. Gunther – 35% of base salary, or $153,940; and ~~our non-qualified deferred compensation plans, as well as auto fringe benefits. Since these elements are also not~~Ms. Schaubeck – 35% of base salary, or $131,193. The long-term incentive awards were split 60% performance-based and 40% time-vested in accordance with the terms of the 2022 LTIP. The performance-based shares vest based on actual performance ~~the Committee does not consider them relevant to the assessment~~ of the ~~CEO’s pay relative to his performance.~~

metrics at the end of the performance period, i.e., 2024. The time-vested restricted shares vest ratably over three years.

The following awards were made under the 2022 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	$350,989	6,768	$233,970	$584,959
Stuart H. Lubow	$272,999	5,264	$181,976	$454,975
Avinash Reddy	$104,989	2,024	$69,970	$174,959
Conrad J. Gunther	$92,371	1,781	$61,569	$153,940
Patricia M. Schaubeck	$78,716	1,518	$52,477	$131,193

(1)	Assuming vesting of performance-based shares at the Maximum level, the grant date fair value of these performance-based awards would have been as follows: Mr. O’Connor $526,483, Mr. Lubow $409,498, Mr. Reddy $157,483, Mr. Gunther $138,556, and Ms. Schaubeck $118,074.

(2)	The number of RSAs was calculated based upon a grant date fair value of $34.57 per award, the closing price of the Common Stock on March 31, 2022.

Retirement and Other Benefits

401(k) Plan

The Bank maintains athe Dime Community Bank 401(k) ~~plan (the “401(k) Plan”)~~Plan for the benefit of its employees. During ~~2019,~~2022, 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 2022.

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The Pension Plan

The Bank maintains a non-contributory, tax-qualified defined benefit pension plan ~~(the “Pension Plan”)~~ for eligible employees. All Legacy BNB 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~~benefits 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.

Tier 2 – All Other Legacy BNB Employees Hired before October 1, 2012

These employee’s benefits under the Pension Plan are their accrued benefits determined using the Tier 1 formula above, but frozen for increases in service and compensation as of December 31, 2012. In addition, these employees receive benefits under the Pension Plan using a cash balance formula for all plan years beginning after December 31, 2012. The “Pay credits” under the cash balance formula are 3.75% of annual compensation for employees with less than 15 years of service and 5% of annual compensation for employees with more than 15 years of service. The “interest credits” are determined by multiplying the employee’s hypothetical account balance as of the beginning of a plan year by the actual dollar-weighted rate of return on plan investments during that plan year.

Tier 3 – All Employees Hired on or after October 1, 2012

Regardless of Legacy Affiliation

These employees are excluded from the Pension Plan.

~~The~~

Mr. Lubow and Community National Bank ~~has a~~are parties to the Community National Bank Supplemental Executive Retirement Plan Agreement (the ~~“SERP”~~“CNB SERP”), dated April 3, 2012, which provides for nonqualified supplemental pension benefits to be paid to Mr. Lubow under ~~which additional retirement~~certain conditions. Legacy Bridge merged with Community National Bank in 2015 and assumed all obligations under the CNB SERP. Payments to Mr. Lubow commenced in 2022.

To restore the lost benefits ~~are accrued~~of the terminated Legacy BNB SERP and the terminated Legacy Benefit Maintenance Plan to the NEOs, the Company adopted the SERP. The SERP is intended to make participants in the SERP whole for the ~~CEO~~amounts that would have been contributed to the Pension Plan and ~~COO.~~ ~~Under~~the 401(k) Plan but for limits imposed by the Internal Revenue Code of 1986. Participation in the SERP commenced on October 1, 2021. Messrs. O’Connor’s, Lubow’s, Reddy’s and Gunther’s Employment Agreements provide that the executive shall be entitled to participate in benefits plans sponsored by the Company, including, without limitation, a supplemental executive retirement plan to the extent such plan is being provided to similarly situated executives in the Company. Messrs. O’Connor and Lubow participate in the defined benefit component of the SERP, under which the amount of supplemental retirement benefits is based upon a benefit at normal retirement which approximates the differences between (i) the total retirement benefit the participant would have received under the Pension Plan without taking into account limitations on compensation and annual benefits; and (ii) the retirement benefit the participant is actually entitled to under the Pension Plan at normal retirement. ~~Under~~Messrs. O’Connor, Lubow, Reddy and Gunther and Ms. Schaubeck participate under the defined contribution component of the SERP, ~~the amount of the supplemental retirement benefit~~which is the difference between (i) the total matching contribution that would have been contributed by the Bank to the executive’s account under the 401(k) Plan based on the executive’s compensation, without taking into account limitations on compensation and annual benefits; and (ii) the maximum amount that could have been contributed to the executive’s account under the 401(k) Plan with respect to such compensation.

Perquisites and Other Personal Benefits

The Company provides NEOs with perquisites and other personal benefits that the Company and the Compensation Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain employees for key positions. ~~The~~In lieu of any perquisites, Messrs. O’Connor and Lubow are paid an annual sum of $100,000 and

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Messrs. Reddy and Gunther are paid an annual sum of $50,000. Ms. Schaubeck is paid a car allowance of $700 per month. In addition, the NEOs are ~~provided use of company automobiles and participation~~eligible to participate in the plans and programs described above. Attributed costs of personal benefits described for the NEOs for the fiscal year ended December 31, ~~2019~~2022 are included in the “All Other Compensation” column of the “Summary Compensation Table.”

The Company and the Bank have entered into employment agreements with Messrs. O’Connor, ~~Nolan, Santacroce, McCaffery~~Lubow, Reddy and ~~Manseau~~Gunther, and a change in control employment agreement with Ms. Schaubeck, which are described under the heading “Employment Agreements.”

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~~ Section 162(m) of the Internal Revenue ~~Code. The~~Code 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 officer. 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. The Compensation Committee is reviewing the final rule adopted by the SEC that implements the applicable provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to recoupment of incentive-based compensation and will amend its clawback policy when NASADAQ adopts final listing standards in accordance with the final rule.

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,~~2022, 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

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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 and Human Resources 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.

Report

1.
	~~THE COMPENSATION COMMITTEE~~

	~~Emanuel Arturi, Chairperson~~
	~~Marcia Z. Hefter~~
	~~Albert E. McCoy, Jr.~~
	~~Raymond A. Nielsen~~
	~~Matthew Lindenbaum~~ 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 2023 Annual Meeting of Shareholders.

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

~~- 27 -~~

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~~2022, 2021 and ~~2017.~~

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
2020.

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	2022	$900,000	$750,000	$584,959	$—	$1,175,430	$568,791	$276,482	$4,255,662
	2021	$885,577	$750,000	$2,572,445	$—	$1,264,902	$246,142	$3,955,246	$9,674,312
	2020	$750,000	$—	$430,920	$105,000	$675,000	$1,839,053	$36,298	$3,836,271
Stuart H. Lubow President & Chief Operating Officer	2022	$700,000	$500,000	$454,975	$—	$914,223	$448,639	$216,845	$3,234,682
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	2022	$500,000	$250,000	$174,959	$—	$293,857	$—	$106,393	$1,325,209
	2021	$451,923	$500,000	$827,456	$—	$316,226	$—	$137,086	$2,232,691
Conrad J. Gunther Senior Executive Vice President & Chief Lending Officer	2022	$440,000	$250,000	$153,940	$—	$258,595	$—	$110,320	$1,212,855
	2021	$397,692	$500,000	$800,149	$ —	$278,279	$—	$177,954	$2,154,074
Patricia M. Schaubeck Executive Vice President & General Counsel	2022	$368,269	$112,500	$131,193	$—	$195,905	$—	$43,792	$851,659
	2021	$316,346	$225,000	$481,704	$—	$172,167	$—	$53,670	$1,248,887

(1)

~~(1)~~

~~Includes voluntary salary deferrals under~~Messrs. Lubow, Reddy, Gunther and Ms. Schaubeck are NEOs for the ~~Bank’s 401(k) Plan.~~

first time in 2021 and, pursuant to SEC rules, compensation for prior years is not required to be reported.

(2)	~~(2)~~ For 2022, the annual base salary for Messrs. O’Connor, Lubow, Reddy and Gunther was $900,000, $700,000, $500,000 and $440,000, respectively. For Ms. Schaubeck, her annual salary was increased effective April 1, 2022 to $375,000 from $350,000 previously.

(3)	For 2022, reflects vesting on February 1, 2022 of the cash portion of the retention bonus granted to each NEO on February 1, 2021 in connection with the Merger.

(4)

The amounts in this column reflect the aggregate grant date fair value, computed in accordance with FASB ASC No. 718, of restricted stock awards and performance-based restricted stock ~~units~~awards, at the Target level, pursuant to the ~~LTI Plan~~2022 LTIP. See discussion of “2022 LTIP” in the above Compensation Discussion and ~~STIP.~~Analysis. 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~~2022 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 ~~awards granted in 2019 based on 2018 performance under~~ the STIP. Also included in this column are dollar amounts assuming vesting of performance-based restricted stock units at target achievement as follows: Mr. O’Connor $112,500, Mr. McCaffery $52,500, Mr. Nolan $52,500, Mr. Santacroce $52,500, and Mr. Manseau $49,500. Assuming vesting of performance share units granted in 2019 at the maximum level, the grant date fair value of these performance-based awards would have been as follows: Mr. O’Connor $168,750; Mr. McCaffery $78,750, Mr. Nolan $78,750, Mr. Santacroce $78,750, and Mr. Manseau $74,250. 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 the vesting schedule for awards under the LTI Plan and the STIP are described in the “Outstanding Equity Awards at Fiscal Year-End” table below.

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dollar amounts of (i) the value of time-based restricted stock awards granted in March 2022 to the following NEOs: Mr. O’Connor $233,970, Mr. Lubow $181,976, Mr. Reddy $69,970, Mr. Gunther $61,569, and Ms. Schaubeck $52,477, and (ii) the value of the performance-based restricted stock unit grant assuming vesting at the Target level, as follows: Mr. O’Connor $350,989, Mr. Lubow $272,999, Mr. Reddy $104,989, Mr. Gunther $92,371, and Ms. Schaubeck $78,716. Assuming vesting of performance-based restricted stock at the Maximum level, the value of these performance-based awards would have been as follows: Mr. O’Connor, $526,467, Mr. Lubow $409,482, Mr. Reddy $157,466, Mr. Gunther $138,591, and Ms. Schaubeck $118,091. 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 performance metrics. The vesting schedule for awards under the 2022 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~~2022 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.~~2022 AIP. See discussion of ~~“Short Term Incentive Plan”~~“2022 AIP” 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,~~2022, 2021, and ~~2017,~~2020, respectively. Reflects change in present value of accumulated benefits under the Pension Plan, for Mr. O’Connor, and 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~~2022 are provided in the table below.

	Itemization of All Other Compensation of Summary Compensation Table for 2022
	401(k) Contribution ($)	Dividends on Stock ($)	Auto ($)	Life Insurance ($)	Cash in Lieu of Perquisites ($)	Other ($) (*)	Total ($)
Kevin M. O’Connor	$10,675	$69,669	$—	$4,791	$100,000	$91,347	$276,482
Stuart H. Lubow	$10,675	$38,285	$—	$2,127	$100,000	$65,758	$216,845
Avinash Reddy	$10,675	$18,705	$—	$370	$50,000	$26,643	$106,393
Conrad J. Gunther	$10,675	$18,330	$—	$8,100	$50,000	$23,215	$110,320
Patricia M. Schaubeck	$10,675	$11,253	$8,400	$1,286	$—	$12,178	$43,792

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

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 are parties to employment agreements with Messrs. O’Connor, Lubow, Reddy, and Gunther, setting forth the terms of the executive’s employment with the Company ~~entered into~~and the Bank. The employment agreements are for a 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’s employment agreement provides for an annual base salary of not less than $900,000, an annual cash bonus opportunity in an amount at least equal to100% of Base Salary at target, an annual equity award with a fair market value equal to an amount at least equal to 65% of Base Salary as of the grant date, and an annual cash allowance of $100,000 in lieu of perquisites. Mr. ~~O’Connor, President~~Lubow’s employment agreement provides for an annual base salary of not less than $700,000, an annual cash bonus opportunity in an amount at least equal to 100% of Base Salary at target, an annual equity award with a fair market value equal to an amount at least equal to 65% of Base Salary as of the grant date, and ~~Chief Executive Officer,~~an annual cash allowance of $100,000 in lieu of perquisites. Mr. Reddy’s employment agreement provides for an annual base salary of not less than $500,000, an annual cash bonus opportunity in an amount at least equal to 45% of Base Salary at target, an annual equity award with a fair market value equal to an amount at least equal to 35% of Base Salary as of the grant date, and an annual cash allowance of $50,000 in lieu of perquisites. Mr. Gunther’s employment agreement provides for an annual base salary of not less than $440,000, an annual cash bonus opportunity in an amount at least equal to 45% of Base at target, an annual equity award with a ~~Director~~fair market value equal to an amount at least equal to 35% of Base Salary as of the grant date, 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

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(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 of 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 employment is terminated, his service on the Boards also terminates. Base salary is reviewed annually and can be increased but not decreased. If Mr. O’Connor voluntarily terminates his employment, or his employment is terminated for cause, no benefits are provided under the agreement. In the event (i) of the executive’s involuntary termination for any reason other than disability, death, retirement or termination for cause, or (ii) the executive’s resignation upon the occurrence of certain events constituting “constructive termination,” including a reduction in the executive’s duties, responsibilities or pay, the executive would be entitled to a severance benefit equal to a cash lump sum payment equal to twenty-four months base salary and the continuation of insurance coverage for twenty-four months.

~~In the event of a Change 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 in the event of a change in control, following termination of employment Mr. O’Connor is 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 of the Bank and the Company, Mr. Nolan, Senior Executive Vice President, Chief Operating Officer 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 similar employment agreements with 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~~contains restrictive covenants concerning nondisclosure of ~~non-renewal is provided to the executive. Base salary is reviewed annually~~confidential information, mutual non-disparagement of either party and ~~can be increased but not decreased.~~

~~- 29 -~~

~~If an executive voluntarily terminates his employment without “good reason,” or~~a one-year non-solicitation and one-year noncompetition restriction. However, if the executive’s employment is terminated ~~for cause, no benefits are provided under the agreement.~~

In the event of (i) the executive’s involuntary termination for any 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 executive would be entitled to a severance benefit equal to a cash lump sum payment equal to twenty-four months base salary and the value of continued health and medical insurance coverage for twenty-four months, payable within ten business days following the date of termination of employment.

In 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 non-competition and 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 less than six months or exceed two years. In the event that payments to the executive become subject to Sections 280G and 4999 of the Code, such payments would be reduced if such reduction would leave the executive officer better off on an after-tax basis.

Defense of Tax Position Agreements with Messrs. O’Connor, Lubow Reddy and Gunther. The Company and the Bank are parties to Defense of Tax Position Agreements with Messrs. O’Connor, Lubow, Reddy and Gunther. 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.

Change in Control Employment Agreement with Ms. Schaubeck. The Company and the Bank have entered into a change in control employment agreement with Ms. Schaubeck. The agreement is a term of three (3) years, subject to 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, Ms. Schaubeck’s employment is terminated by the Company and the Bank without cause or if Ms. Schaubeck resigns for good reason, she would be entitled to ~~a severance benefit equal to a cash lump sum payment equal to three times~~the following payments and benefits: the sum of (1) her Pro Rata Bonus; (2) the amount equal to the product of (a) three and (b) the sum of (c) Ms. Schaubeck’s base salary and (d) the ~~highest annual bonus earned~~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 ~~the~~which Ms. Schaubeck participates 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 that she would receive for the Benefits Period; and (4) an amount equal to the product of ~~employment.~~

~~Except~~(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 Ms. Schaubeck and her spouse and dependents as of immediately prior to the date of termination, and (b) the number of 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.

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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
2022.

Name	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)⁽¹⁾			Estimated Possible Payouts Under Equity Incentive Plan Awards⁽²⁾			All Other Stock Awards: Number of Shares or Units⁽³⁾ (#)(d)	All Other Option Awards: Number of Securities Underlying Options (#)(d)	Exercise or Base Price of Options Awards ($/Sh)	Grant Date Fair Value of Stock and Option 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 and Option Awards⁽⁴⁾ $(e)
Kevin M. O’Connor			$450,000	$900,000	$1,350,000	—	—	—	—	—	—	—
Kevin M. O’Connor	03/31/22		—	—	—	5,076	10,152	15,229	6,768	—	—	$584,959
Stuart H. Lubow			$350,000	$700,000	$1,050,000	—	—	—	—	—	—	—
Stuart H. Lubow	03/31/22		—	—	—	3,948	7,896	11,845	5,264	—	—	$454,975
Avinash Reddy			$112,500	$225,000	$337,500	—	—	—	—	—	—	—
Avinash Reddy	03/31/22		—	—	—	1,518	3,036	4,555	2,024	—	—	$174,959
Conrad J. Gunther		��	$99,000	$198,000	$297,000	—	—	—	—	—	—	—
Conrad J. Gunther	03/31/22		—	—	—	1,335	2,671	4,007	1,781	—	—	$153,940
Patricia M. Schaubeck			$75,000	$150,000	$225,000	—	—	—	—	—	—	—
Patricia M. Schaubeck	03/31/22		—	—	—	1,138	2,277	3,415	1,518	—	—	$11,193

(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~~2022 AIP. For an explanation of the incentive opportunities, see the sections above titled “Compensation Discussion and Analysis – 2022 Annual (Cash) Incentive Plan ~~which is 50%~~(“2022 AIP”)” and “2022 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 two pre-determined performance goals: Relative Total Shareholder Return and ~~position~~Adjusted Return on Average Tangible Common Equity, each for the performance period ending on December 31, 2024. During March 2022, the Compensation Committee approved threshold, target and ~~represent 80%~~maximum opportunities based on consultation with an independent compensation consulting firm ranging from 50% to 150% of threshold level of performance. For an explanation of the ~~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 – 2022 Long-Term (Equity) Incentive Plan (“2022 LTIP”)” and “2022 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 in March 2022 to ~~the~~each NEO pursuant to the ~~Company’s 2012 Stock-Based Incentive Plan in 2019, based on 2018 performance. The restricted shares include awards granted under the short term incentive plan and long term discretionary award.~~

2022 LTIP.

(4)

~~(4)~~

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

~~- 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.~~

2022.

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	65,803⁽²⁾	$2,094,509	21,242⁽⁷⁾	$676,133
	22,277	—	$35.35	2/12/2029	—	—
	25,610	—	$34.87	2/13/2030	—	—	—	—
Stuart H. Lubow	—	—	—	—	35,584⁽³⁾	$1,132,639	21,200⁽⁷⁾	$674,796
	—	—	—	—	—	—	—	—
	—	—	—	—	—	—	—	—
Avinash Reddy	—	—	—	—	17,184⁽⁴⁾	$546,967	9,232⁽⁷⁾	$293,855
	—	—	—	—	—	—	—	—
	—	—	—	—	—	—	—	—
Conrad J. Gunther	—	—	—	—	16,775⁽⁵⁾	$533,948	8,125⁽⁷⁾	$258,619
	—	—	—	—	—	—	—	—
	—		—	—	—	—	—	—
Patricia M. Schaubeck	—	—	—	—	10,752⁽⁶⁾	$342,236	6,690⁽⁷⁾	$212,943

(1)

~~(1)~~

Amounts based on closing price of our Common Stock as of December 31, ~~2019~~2022 ($~~33.53)~~31.83), as reported on the NASDAQ®.

(2)

~~(2)~~

~~Vests over seven years; one~~46,044 shares vest in equal installments on the second, third, and fourth anniversary of the date of grant of February 1, 2021; 12,991 shares vest in ~~each year commencing~~equal installments on February 15, 2023, February 15, 2024, and February 15, 2025, and 6,768 shares vest in ~~2018 through 2020.~~

equal installments on the first, second, and third anniversary of the date of grant of March 31, 2022.

(3)

~~(3)~~

~~Vests over seven years; one~~27,548 shares vest in equal installments on the second, third, and fourth anniversary of the date of grant of February 1, 2021; 2,772 shares vest in ~~each year commencing~~equal installments on July 1, 2023 and July 1, 2024; and 5,264 shares vest in ~~2019 through 2021.~~

equal installments on the first, second, and third anniversary of the date of grant of March 31, 2022.

(4)

~~(4)~~

~~Vests over five years; one~~13,774 shares vest in equal installments on the second, third, and fourth anniversary of the date of grant of February 1, 2021; 1,386 shares vest in ~~each year commencing~~equal installments on July 1, 2023 and July 1, 2024; and 2,024 shares vest in ~~2018 through 2020.~~

equal installments on the first, second, and third anniversary of the date of grant of March 31, 2022.

(5)

~~(5)~~

~~Vests over five years; one~~13,774 shares vest in equal installments on the second, third, and fourth anniversary of the date of grant of February 1, 2021; 1,220 shares vest in ~~each year commencing~~equal installments on July 1, 2023 and July 1, 2024; and 1,781 shares vest in ~~2019 through 2021.~~

equal installments on the first, second, and third anniversary of the date of grant of March 31, 2022.

(6)

~~(6)~~

~~Vests over five years; one~~8,264 shares vest in equal installments on the second, third, and fourth anniversary of the date of grant of February 21, 2021; and 970 shares vest in ~~each year commencing~~equal installments on July 1, 2023 and July 1, 2024; and 1,518 shares vest in ~~2020 through~~equal installments on the first, second, and third anniversary of the date of grant of March 31, 2022.

(7)

~~(7)~~

~~Vests ratably over three years; commencing~~For Mr. O’Connor, 6,014 shares cliff vest in ~~2019.~~

2023 upon satisfaction of performance requirements, and 15,228 shares cliff vest in 2024 upon satisfaction of performance requirements.

For Mr. Lubow, 9,355 shares cliff vest in 2023 upon satisfaction of performance requirements, and 11,845 shares cliff vest in 2024 upon satisfaction of performance requirements.

~~(8)~~

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

For Mr. Reddy, 4,677 shares cliff vest in 2023 upon satisfaction of performance requirements, and 4,555 shares cliff vest in 2024 upon satisfaction of performance requirements.

~~(9)~~

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

For Mr. Gunther, 4,116 shares cliff vest in 2023 upon satisfaction of performance requirements, and 4,009 shares cliff vest in 2024 upon satisfaction of performance requirements.

~~(10)~~

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

For Ms. Schaubeck, 3,274 shares cliff vest in 2023 upon satisfaction of performance requirements, and 3,416 shares cliff vest in 2024 upon satisfaction of performance requirements.

~~(11)~~

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

~~(12)~~

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

TABLE OF CONTENTS

~~(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 performance requirement in 2021.~~

~~(16)~~

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

~~OPTIONS~~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.~~

2022.

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	—	—	33,845	1,175,027
Stuart H. Lubow	—	—	21,063	724,566
Avinash Reddy	—	—	10,531	395,266
Conrad J. Gunther	—	—	10,447	359,734
Patricia M. Schaubeck	—	—	4,912	168,235

(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

The Bank maintains the SERP, which is a non-qualified deferred compensation plan, to provide benefits for certain executives and officers. The SERP is designed to compensate for the benefits reduced under the 401(k) and the Pension Plan due to the application of the compensation dollar limits and annual benefit limits under the Internal Revenue Code of 1986, as amended (the “Code”).

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

The following table sets forth certain information pertaining to the present value of accumulated benefits payable to ~~each~~Messrs. O’Connor and Lubow as of ~~the NEOs, including the number of years of service credited to each such NEO, under the Pension Plan and the Supplemental Executive Retirement Plan.~~December 31, 2022. The amounts reflected have been determined using interest rate and mortality rate assumptions consistent with those used in the Company’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	2	$809,851	—
Kevin M. O’Connor	Pension Plan	14	$508,449	—
Stuart H. Lubow	SERP	2	$647,595	—

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

—

$91,347

($13,462)

—

$131,917

Stuart H. Lubow

—

$65,758

($9,665)

—

$99,917

Avinash Reddy

—

$26,643

($7,898)

—

$45,357

Conrad J. Gunther

—

$23,215

($6,031)

—

$39,869

Patricia M. Schaubeck

—

$12,178

($3,386)

—

$18,377

(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.

at all times.

☒
☒	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.

	WHEN			VIRTUAL MEETING			RECORD DATE
	May 25, 2023 10:00 a.m. Eastern Time			www.virtualshareholdermeeting.com/DCOM2023			March 31, 2023

	OTHER MATTERS			52

	HOUSEHOLDING			52

	ANNUAL REPORT			53

	APPENDIX: RECONCILIATION OF GAAP TO NON-GAAP MEASURES			A-1


~~Sincerely,~~

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



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

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, 2023;	FOR
3)	Approval, by a non-binding advisory vote, of the compensation of the Company’s Named Executive Officers; and	FOR
4)	Approval, by a non-binding advisory vote, on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers.	ONE YEAR

	PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS			1

	NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS			1

	GENERAL INFORMATION			1
	General			1
	Record Date			1
	Annual Meeting Admission and Participation			1

	SOLICITATION AND VOTING OF PROXIES			2
	Voting During the Meeting			2
	Voting Rights			2
	Quorum and Vote Required			2
	Revocability of Proxies			3
	Solicitation of Proxies			3
	Interests of Directors and Management in Certain Proposals			3
	Director Attendance at Annual Meetings			3

	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			4
	Principal Shareholders of the Company			4
	Security Ownership of Management			5

	PROPOSAL 1. — ELECTION OF DIRECTORS			7
	General			7
	Information as to Nominees			7
	Independence of Nominees			10
	Experience of Nominees			11

	DIRECTOR NOMINATIONS			12
	Recent Director Appointments			12

	PROCEDURES FOR THE NOMINATION OF DIRECTORS BY SHAREHOLDERS			13

	SHAREHOLDER COMMUNICATIONS WITH THE BOARD			13

	CODE OF ETHICS			14

	BOARD MEETINGS AND COMMITTEES			14

	BOARD LEADERSHIP AND RISK OVERSIGHT			14
	Board Leadership Structure			14
	The Role of the Board in Risk Oversight			14

	THE AUDIT COMMITTEE			15

	AUDIT COMMITTEE REPORT			15

	THE COMPENSATION COMMITTEE			16
	Compensation Committee Interlocks and Insider Participation			17

	THE CORPORATE GOVERNANCE COMMITTEE			17

	DIRECTOR COMPENSATION			18
	Compensation Paid to Board Members			18
	Directors’ Stock Purchase Program			18
	Director Summary Compensation Table			18
	Board Diversity			19


	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	%

Metric	12/31/22	12/31/21	Decline
Non-Performing Assets and 90 days Past Due/Total Assets	.26%	.36%	-28%
Special Mention Loans	$103.7 million	$174.0 million	-40%
Substandard Loans	$160.5 million	$496.9 million	-68%
Doubtful Loans	$11.1 million	$25.1 million	-56%


												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	—	$91,347	($13,462)	—	$131,917
Stuart H. Lubow	—	$65,758	($9,665)	—	$99,917
Avinash Reddy	—	$26,643	($7,898)	—	$45,357
Conrad J. Gunther	—	$23,215	($6,031)	—	$39,869
Patricia M. Schaubeck	—	$12,178	($3,386)	—	$18,377


	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)		—

Year	Summary Compensation Table Total for Kevin O’Connor¹ ($)	Compensation Actually Paid to Kevin O’Connor^1,2,3 ($)	Average Summary Compensation Table Total for Non-PEO NEOs¹ ($)	Average Compensation Actually Paid to Non-PEO NEOs^1,2,3 ($)	Value of Initial Fixed $100 Investment based on:⁴		Net Income ($ Millions)	Adjusted ROATCE⁵
Year	Summary Compensation Table Total for Kevin O’Connor¹ ($)	Compensation Actually Paid to Kevin O’Connor^1,2,3 ($)			TSR ($)	Peer Group TSR ($)	Net Income ($ Millions)	Adjusted ROATCE⁵
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2022	4,255,662	3,567,836	1,656,101	1,490,284	108.86	107.95	152.6	16.6%
2021	9,674,312	10,555,214	2,954,276	3,376,950	116.83	119.79	104.0	11.3%
2020	3,836,271	1,494,883	1,196,678	677,120	78.44	89.23	42.3	7.2%

Year	Summary Compensation Table Total for Kevin O'Connor ($)	Exclusion of Change in Pension Value for Kevin O'Connor ($)	Exclusion of Stock Awards and Option Awards for Kevin O'Connor ($)	Inclusion of Pension Service Cost for Kevin O'Connor ($)	Inclusion of Equity Values for Kevin O'Connor ($)	Compensation Actually Paid to Kevin O'Connor ($)
2022	4,255,662	(568,791)	(584,959)	48,098	417,826	3,567,836
2021	9,674,312	(246,142)	(2,572,445)	59,569	3,639,920	10,555,214
2020	3,836,271	(1,839,053)	(535,920)	56,625	(23,040)	1,494,883

Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Exclusion of Change in Pension Value for Non-PEO NEOs ($)	Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)	Average Inclusion of Pension Service Cost for Non-PEO NEOs ($)	Average Inclusion of Equity Values for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)
2022	1,656,101	(112,160)	(228,767)	—	175,110	1,490,284
2021	2,954,276	(33,159)	(408,322)	4,372	859,783	3,376,950
2020	1,196,678	(361,144)	(179,375)	55,328	(34,367)	677,120

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

Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)	Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)	Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)	Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)	Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)	Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($)	Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
2022	251,263	(68,014)	—	(8,139)	—	—	175,110
2021	779,427	—	55,978	24,378	—	—	859,783
2020	82,664	(8,925)	—	(108,106)	—	—	(34,367)

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


	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


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

Reconciliation of Adjusted ROATCE
	Twelve Months Ended
	December 31, 2020	December 31, 2021	December 31, 2022
Return on Average Tangible Common Equity - as reported (non-GAAP)	7.14%	11.09%	16.49%

Reported net income available to common stockholders	$37,535	$96,710	$145,270
Adjustments to net income⁽¹⁾
Provision for credit losses - Non-PCD loans (double-count)	—	20,278	—
Gain on sale of PPP loans	—	(20,697)	—
Net gain on sale of securities and other assets	(4,592)	(1,685)	(1,397)
Loss on termination of derivatives	6,596	16,505	—
Severance	4,000	1,875	2,198
Loss on extinguishment of debt	1,104	1,751	740
Curtailment loss	(1,651)	1,543	—
Merger expenses and transaction costs⁽²⁾	15,256	44,824	—
Branch restructuring	—	5,059	—
Income tax effect of adjustments and other tax adjustments	(5,537)	(19,421)	145
Amortization of Intangible assets, net of tax	—	—	—
Adjusted net income available to common stockholders (non-GAAP)	$52,711	$146,742	$146,956
Average Tangible Common Equity	$525,817	$888,128	$889,026
Adjusted Return on Average Tangible Common Equity (non-GAAP)	10.02%	16.73%	16.67%