Executive Compensation Committee
Compensation Committee.The Executive Compensation Committee (the “Compensation Committee”) is responsible for discharging the Board of Directors’ responsibilities relating to compensation of the executives and directors. Among other things, the Compensation Committee:
evaluates compensation strategies and policies;
reviews and approves (or, if deemed appropriate, makes recommendations to the Board of Directors regarding) corporate performance goals and objectives which are relevant to executive officer compensation;
evaluates performance and determines the compensation of the Company’s executive officers and applicable employees;
evaluates and approves (or, if deemed appropriate, makes recommendations to the Board of Directors regarding) the Company’s compensation plans, programs and policies, as well as the modification or termination of existing plans and programs;
reviews the Company’s compensation policies and practices for all employees regarding whether any risks arising from the Company’s compensation practices, policies and programs are reasonably likely to have a material adverse effect on the Company; and
reviews and oversees, in conjunction with the Nominating Committee, succession planning for the Chief Executive Officer and other executive officers in accordance with those objectives;
overseeskey management of the incentive compensation and equity-based plans and policies;
oversees management succession planning;
recommends to the Board of Directors compensation for directors;
prepares the Compensation Committee report required by SEC rules to be included in our annual report and proxy statement; and
annually reviews the Compensation Committee charter.Company.
The Compensation Committee has adopted a written charter that, among other things, specifies the scope of its rights and responsibilities. The charter is available on the Company’s website at investors.sterlingbank.com.investors.sterlingbank.com/corporate-governance/governance-overview. The Compensation Committee held two (2)four (4) meetings in 2019.2022. We have determined that all members of our Compensation Committee are considered “independent” under applicable SEC and Nasdaq listing rules. For additional information of the role of the Compensation Committee and its decisions with respect to 2022 executive compensation, see “Compensation Discussion and Analysis.”
Communication with Directors; Attendance at Annual Meetings; Code of EthicsRisk Committee
The Board of Directors invites shareholders to send written communications toRisk Committee is responsible for assisting the Board of Directors or any director by mail, c/o General Counsel and Assistant Secretary, Sterling Bancorp, Inc., One Towne Square, Suite 1900, Southfield, Michigan 48076. All communications will be compiled byin fulfilling its oversight responsibilities with regards to the Company’s General Counsel and Assistant Secretary and submitted tooverall risk management programs of the Company. Among other things, the Risk Committee assists the Board of Directors or the individual director(s) on a regular basis unless such communications are considered, in the reasonable judgment of the General Counsel and Assistant Secretary, to be improper for submission to the intended recipient(s). Examples of shareholder communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectlywith regards to the Company’s business, or communications that relaterisk management programs as follows:
evaluates the Company’s strategic plan as to improper or irrelevant topics.the nature and magnitude of potential risk exposures;
All directors are expected to attend annual meetings of shareholders in person or via teleconference, except in cases of extraordinary circumstances. The Company anticipates that all directors will attendprovides an open and ongoing communication forum between management, third parties, and the Annual Meeting.
Our Board of Directors to discuss risks and risk management;
oversees the risk management practices of the Company in relation to the identification, measurement, monitoring, controlling, and reporting of the Company’s principal business risks as defined within the Company’s enterprise risk management framework;
serves as the primary oversight committee for specified risk areas, to include strategic, operational, and regulatory risks; and
provides secondary oversight for risk areas allocated to other Board of Directors committees such as credit, financial, and reputational risks, including intersections with the Company’s strategic plan and objectives.
The Risk Committee has adopted a codewritten charter that, among other things, specifies the scope of business conductits rights and ethics (our “Code of Conduct”) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.responsibilities. The Code of Conductcharter is available on the Company’s website at investors.sterlingbank.com.investors.sterlingbank.com/corporate-governance/governance-overview. The Risk Committee held four (4) meetings in 2022.