Proxy Statement & Notice of Annual

Meeting of ShareholdersExplanatory Note

10:00 a.m. June 4, 2019

Sheraton LaGuardia East Hotel, Flushing, New York

The sole purpose of filing this revised preliminary proxy statement, which was originally filed on April 14, 2020 (the “Original Filing”), is to correct formatting issues that, for technical reasons, caused certain information in the Original Filing to not display properly, particularly with respect to the information contained in the table headings of “Selected 2019 Financial Benchmarks” found on page 27 of the Original Filing.

April 25, 201924, 2020

Fellow Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of New York Community Bancorp, Inc., the holding company for New York Community Bank.  The safety of our stockholders is important to us, and given the current guidance by public health officials surrounding COVID-19 and group gatherings, the Annual Meeting will be helda “virtual meeting” conducted exclusively via live webcast on Tuesday,Wednesday, June 4, 20193, 2020, at 10:00 a.m., Eastern Daylight Time, atTime.  You will be able to attend the Sheraton LaGuardia East Hotel,135-20 39th Avenue, in Flushing, New York.Annual Meeting, vote, and submit questions by visiting www.virtualshareholdermeeting.com/NYCB2020.

The attached Notice and Proxy Statement describe the formal business to be transacted at the Annual Meeting.  Directors and officers of New York Community Bancorp, Inc., as well as representatives of KPMG LLP, the Company’s independent registered public accounting firm, will be present to respond to any questions you may have.

On April 25, 2019,24, 2020, under rules established by the Securities and Exchange Commission, we sent the majority of those shareholders who are eligible to vote at the Annual Meeting a notice that explains how to access their proxy materials and our 20182019 Annual Report online, rather than receive them in traditional printed form. The notice also explains the simple steps our eligible shareholders can follow in order to vote their shares online. If you are among the shareholders who received the notice explaining this process and would prefer to receive your proxy materials in the traditional hard copy format, the notice also explains how to arrange to have the printed materials sent to you in the mail. If you are among those who received their proxy materials in printed form, rather than the notice, you may still access these materials and vote your shares online by going to the following website: www.proxyvote.com and following the prompts.

To cast your vote, please sign, date, and return the enclosed proxy card promptly, or vote online or by telephone as instructed on the proxy card.  As the holders of a majority of the common stock entitled to vote must be represented, either in person or by proxy, to constitute a quorum at the meeting, we would appreciate your timely response.

To

In light of on-going developments related to coronavirus (COVID-19) and after careful consideration, the Board of Directors determined to hold a virtual annual meeting in order to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. We believe this is the right choice for the Company at this time, as it enables engagement with our shareholders, regardless of size, resources, or physical location while safeguarding the health of our shareholders, Board, management, and other partners. We are committed to ensuring that shareholders will be admittedafforded the same rights and opportunities to the Annual Meeting of Shareholders, a shareholder must present both an admission ticket and photo identification. Procedures for shareholder admission to the meeting are describedparticipate in the informational section of this Proxy Statement on page 4 and also on page 71, where you also will find information about how you can expedite the delivery of future proxy solicitation materials and help reduce our preparation and distribution costs through online delivery.annual meeting as they would at an in-person meeting.

On behalf of the Board of Directors, officers, and employees of New York Community Bancorp, Inc. we thank you for your continued interest and support.

Sincerely,

		Dominick Ciampa		Joseph R. Ficalora
		Chairman of the Board		Joseph R. Ficalora President and Chief Executive Officer

NOTICE OF 20192020 ANNUAL MEETING OF SHAREHOLDERS

OF NEW YORK COMMUNITY BANCORP, INC.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 4, 20193, 2020

The Company’s Notice of Annual Meeting, Proxy Statement, and 20182019 Annual Report to Shareholders are available, free of charge, at www.proxyvote.com.www.proxyvote.com.

PROXY STATEMENT SUMMARY

PROXY SUMMARY     

This summary highlights selected information contained elsewhere in this proxy statement.  This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.  For more complete information regarding our 20182019 performance, please review our 20182019 Annual Report on Form10-K, which accompanies this document.

VOTING MATTERS:

VOTING MATTERS:

HIGHLIGHTS:

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Information About Our Annual Meeting and Solicitation of Proxies

Why am I being provided this proxy statement?

This proxy statement summarizes information you need to know in order to vote at the 2020 Annual Meeting of Shareholders.  The 2020 Annual Meeting of Shareholders toof New York Community Bancorp, Inc. (the “Company”) will be helda virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/NYCB2020 on Tuesday, June 4, 2019, and at any adjournments thereof, at the Sheraton LaGuardia East Hotel located at135-20 39th Avenue, in Flushing, New York3, 2020 at 10:00 a.m., Eastern Daylight Time (the “Annual Meeting”).  TheThis proxy statement is being sent to you because the Board of Directors (the “Board of Directors” or “Board”) of New York Community Bancorp, Inc. (the “Company”)the Company is soliciting your proxy to vote your shares of common stock of the Company (the “Common Stock”) at the Annual Meeting.  On or about April 25, 2019,24, 2020, the proxy statement and proxy materials, or a notice advising how to access these documents online, will be sent to shareholders of record as of April 9, 2019.7, 2020.  The 20182019 Annual Report to Shareholders, which includes the Annual Report on Form10-K featuring the Company’s consolidated financial statements for the fiscal year ended December 31, 20182019 accompanies this proxy statement.

What is a proxy?

A proxy is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. One or more of the Company’s directors will serve as the designated proxy to cast the votes submitted by the Company’s shareholders at the Annual Meeting.

What is a proxy statement?

It is a document that the Company is required to give you, or provide you with access to, in accordance with regulations of the Securities and Exchange Commission (the “SEC”), when asking you to designate proxies to vote your shares of the Common Stock at a meeting of shareholders. The proxy statement includes information regarding the matters to be acted upon at the meeting and certain other information required by regulations of the SEC and the rules of the New York Stock Exchange (the “NYSE”).

On what matters are the shareholders of record voting?

The shareholders of record will vote on the following proposals:

Proposal 1: Election of Directors. In Proposal 1, four director nominees have been recommended for election to the Board of Directors by the Nominating and Corporate Governance Committee of the Board.Directors are elected by a majority of the votes cast, meaning that the number of votes cast “FOR” a nominee must exceed the number of votes cast “AGAINST” that nominee, with brokernon-votes and abstentions not counted as a vote cast either “FOR” or “AGAINST” that nominee.  Shares not voted will have no impact on the election of directors.  A properly executed proxy marked “FOR ALL” of the four nominees for director will be voted for each of the nominees, unless you mark the proxy card, or select the corresponding option in the electronic form, “WITHHOLD ALL” or “FOR ALL EXCEPT.”  Marking the proxy card, or selecting the corresponding option in the electronic form, “WITHHOLD ALL” will withhold your vote as to all nominees for director. Marking the proxy card, or selecting the corresponding option in the electronic form, “FOR ALL EXCEPT” will direct that your shares be voted for all nominees except that your shares will be withheld as to any nominees you may specify.

Proposal 2: Ratification of Auditors. The affirmative vote of a majority of votes cast at the Annual Meeting is required to approve Proposal 2, a proposal to ratify the reappointment of KPMG LLP as the Company’sCompany's independent registered public accounting firm for 2019.2020. In connection with such proposal, shares as to which the “ABSTAIN” box has been selected on the proxy card, or selected in the corresponding option in the electronic form, and shares underlying brokernon-votes or in excess of the Limit (as described below) will not be counted as votes cast, and will have no effect on the vote on the matter presented.

Proposal 3:  Approval, on anon-binding advisory basis, of the Company’s Named Executive Officer Compensation.  As to the advisory approval of the 20182019 Named Executive Officer compensation, the proxy card being provided by the Board of Directors enables a shareholder to check the appropriate box on the card, or select the corresponding option in the electronic form, to (i) vote “FOR” the proposal, (ii) vote “AGAINST” the proposal, or (iii) “ABSTAIN” from voting on the proposal. To approve Proposal 3, the affirmative vote of a majority of the votes cast at the Annual Meeting is required.  In connection with such proposal, shares as to which the “ABSTAIN” box has been selected on the proxy card, or selected in the corresponding option in the electronic form, and shares underlying brokernon-votes or in excess of the Limit (as described below) will not be counted as votes cast, and will have no effect on the vote on the matter presented.Your vote on Proposal 3 is an advisory vote, which means that the Company and the Board of Directors are not required to take any action based on the outcome of the vote.

Proposal 4: A shareholder proposal, as described herein, if properly presented at the meeting, regarding adopting of a policy on providing equity award compensation to Senior Executives of the Company.

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Proposal 5: A shareholder proposal, as described herein, if properly presented at4:  Eliminate the meeting, requesting Board action to eliminate thecurrent supermajority voting requirements inby approving amendments to the Company’sAmended and Restated Certificate of Incorporation and Bylaws of the Company.

  To be approved, at least 80 percent of the shares outstanding as of the record date must vote in favor of Proposal 6: A shareholder4, a proposal as described herein, if properly presented atto eliminate the meeting, regarding director term limits.

The affirmative vote ofcharter document supermajority voting requirements for certain matters to be replaced by a majority of votes cast, ator entitled to be cast, voting requirement, as applicable, on matters to be brought before the Annual Meeting is required to approve each of Proposals 4, 5, and 6.Company’s shareholders. In connection with each such proposal, shares as to which the “ABSTAIN” box has been selected on the proxy card or corresponding option in the electronic form and shares underlying broker non-votes or in excess of the Limit (as described below) will count as a vote against the proposal.

Proposal 5:  Approval of the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan.  As to the approval of the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan, the Board of Directors is enabling a shareholder to check the appropriate box on the proxy card or corresponding option in the electronic form to (i) vote “FOR” the proposal, (ii) vote “AGAINST” the proposal, or (iii) “ABSTAIN” from voting on the proposal.  To approve Proposal 5, a majority of the votes cast at the Annual Meeting is required.  In connection with such proposal, shares as to which the “ABSTAIN” box has been selected and shares underlying broker non-votes or in excess of the Limit (as described below) will not be counted as votes cast, and will have no effect on the vote on the matter presented.

Proposal 6:  A shareholder proposal, as described herein, if properly presented at the meeting, requesting Board action to eliminate the classified Board of Directors.  

Proposal 7:  A shareholder proposal, as described herein, if properly presented at the meeting, regarding director age and term limits.

The affirmative vote of a majority of votes cast at the Annual Meeting is required to approve each of Proposals 6 and 7.  In connection with each such proposal, shares as to which the “ABSTAIN” box has been selected on the proxy card or corresponding option in the electronic form and shares underlying broker non-votes or in excess of the Limit (as described below) will not be counted as votes cast, and will have no effect on the vote on the matter presented.

As discussed below, under NYSE Rules, if your broker holds shares in your name and delivers this proxy statement to you, the broker is not entitled to vote your shares on anynon-routine proposal (Proposals 1 and 3 through 6)7) without your specific instructions.

Who may vote and what constitutes a quorum at the meeting?

The close of business on April 9, 20197, 2020 has been fixed by the Board of Directors as the record date (the “Record Date”) for the determination of shareholders of record entitled to receive notice of, and to vote at, the Annual Meeting and at any adjournments thereof.

In order to conduct the Annual Meeting, shareholders of record of at least a majority of the total number of shares of Common Stock entitled to vote (after subtracting any shares in excess of the Limit pursuant to the Company’s Certificate of Incorporation) must be present in person or by proxy.  This is called a quorum.  Shareholders who deliver valid proxies or vote in person at the meeting will be considered part of the quorum. Once a share is represented for any purpose at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjourned meeting. Abstentions will be counted as being present and entitled to vote for purposes of determining a quorum. Broker“non-votes” (which are explained below) “non-votes” are counted as being present and entitled to vote for purposes of determining a quorum only for routine matters.  In the event that there are not sufficient shares present for a quorum, or votes to approve or ratify any management proposal at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit the further solicitation of proxies.

How many votes do I have?

The securities that may be voted at the Annual Meeting consist of shares of Common Stock, with each share entitling its owner to one vote on all matters to be voted on at the Annual Meeting, except as described below.  There is no cumulative voting for the election of directors (in a cumulative voting system, each shareholder would be entitled to one vote per share multiplied by the number of directors to be elected).  The total number of shares of Common Stock outstanding and entitled to vote as of the Record Date was 467,236,136.463,958,344.

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How do I vote?

A shareholder may vote in person atonline during the Annual Meeting by filling outvisiting www.virtualshareholdermeeting.com/NYCB2020 and completing a ballot while the polls are open.  You will need the control number printed on your proxy card, voting instruction form, or notice.  A shareholder may also vote in advance of the Annual Meeting by using a proxy to authorize a proxy to vote on his or her behalf.  There are three ways to use a proxy:

The Internet and telephone voting procedures are designed to authenticate shareholders’ identities and allow shareholders to provide their voting instructions and confirm that the instructions have been properly recorded.  Specific instructions for shareholders of record who wish to vote their proxies over the Internet or by telephone are set forth on the proxy card for the Annual Meeting.

The Company encourages shareholders to take advantage of the options to vote using the Internet or by telephone.  Voting in this manner will result in cost savings for the Company.

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Other than the matters listed on the attached Notice of 20192020 Annual Meeting of Shareholders, of New York Community Bancorp, Inc., the Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting.However, execution of a proxy or voting online or by telephone confers on the designated proxy holder discretionary authority to vote the shares represented by the proxy in accordance with his or her best judgment on such other business, if any, which may properly come before the Annual Meeting or any adjournments thereof, including whether or not to adjourn the meeting.

May I revoke my proxy?

A proxy may be revoked at any time prior to its exercise by filing a written notice of revocation with the Corporate Secretary of the Company, by delivering to the Company a duly executed proxy bearing a later date, by voting online or by telephone on a later date, or by attending the Annual Meeting and voting in person.  Attendance at the Annual Meeting will not itself constitute revocation of your proxy.

Who pays the costs of soliciting proxies?

The cost of the solicitation of proxies on behalf of management will be borne by the Company.  In addition to the solicitation of proxies by mail, Equinti (US) Services LLC, a proxy solicitation firm, will assist the Company in soliciting proxies for the Annual Meeting and will be paid a fee of $7,000 plusout-of-pocket expenses.  Proxies also may be solicited, personally or by telephone, by directors, officers, and other employees of the Company and its subsidiary, New York Community Bank (the “Community Bank” or the “Bank”), without receipt of additional compensation.

The Company also will request that persons, firms, and corporations holding shares in their names, or in the names of their nominees that are beneficially owned by others, send proxy materials to, and obtain proxies from, such beneficial owners. The Company will reimburse such holders for their reasonable expenses in doing so.

If your Company shares are held in street name, your broker, bank, or other nominee will provide you with instructions that must be followed in order to have your shares voted.  Your broker or bank may allow you to deliver your voting instructions via the Internet or by telephone.  Please see the instruction form that was provided by your broker or bank with this proxy statement.  If you wish to change your voting instructions after you have returned your voting instruction form, you will need to contact your broker or bank in order to do so.

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What is the admission policy for the Annual Meeting?

Attendance at the Annual Meeting is limited to:

(1) Shareholdersshareholders of record of Common Stock;

(2) Beneficialbeneficial holders of Common Stock; and

(3) Authorizedauthorized representatives of entities who are beneficial holders of Common Stock.

In addition

You will be able to a valid photo IDattend the meeting online, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NYCB2020. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or other satisfactory proof of identification, a shareholder must presentvoting instruction form. The meeting webcast will begin promptly at 10:00 a.m., Eastern Daylight Time. We encourage you to access the following materials in order to be admittedmeeting prior to the Annual Meeting:

start time. Online check-in will begin at 9:00 a.m., Eastern Daylight Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page. Technical support will be available beginning at 9:30 a.m. Eastern Daylight Time on June 3, 2020 and will remain available until the meeting has ended.

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Shareholder Outreach and Recent Initiatives

Our management and Board value direct and transparent engagement with our shareholders and regularly seek opportunities to obtain feedback in connection with our governance, management compensation, and strategies.  We embrace engagement as an important tenet of good governance and we value the views of our shareholders and other stakeholders. We believe that positive dialogue builds informed relationships that promote transparency and accountability, allowing us to respond more fully to the interests of our shareholders as they adjust to evolving governance and compensation norms in our competitive industry.

Our shareholder outreach program consists of regular management dialogue with the investor community (the “Management Outreach Program”) and formal outreach by our independent Board members to institutional shareholders by (the “Board Outreach Program”).

As part of our Management Outreach Program, our CEO, Chief Financial Officer, and other senior members of management conduct regular investor communications, including conferences,non-deal road shows and individual and group conference calls with portfolio managers and industry analysts. Each quarter’s earnings press release is thoroughly reviewed in open investor conference calls with broad participation and significant Q&A by the analyst community.  Our senior management regularly makes themselves available for such communications across the United States and in Europe, focusing on elements of our strategic plans, consolidated business results and capital structure, and other topics of interest to shareholders. We believe that management can strengthen its ability to lead the Company by constructively discussing our business and strategy in such settings.

As part of the Management Outreach Program, our CEO and Chief Financial Officer met with shareholders at 1113 investment conferences and held 3826 investor meetings in person or by teleconference.teleconference during the last 12 months.  In total, management met with 194273 shareholders or prospective shareholders from 131120 discrete institutions. Management also held discussions with a major proxy advisory group to further understand the basis for their specific concerns.

Additionally, as part of the Board Outreach Program, our Presiding Director, a member of the Board’s Compensation Committee, Chairman, Audit Committee Chairman, and other independent members of the Board participate in meetings with shareholders.  For several years, the Company has conducted formal shareholder outreach in this manner in order to allow our Board members to hear directly from investors regarding their perspectives on our business.  During such calls the Board members and a group of senior officers solicit feedback from institutional investors that is taken into account by the Board in making strategic and other corporate governance and compensation decisions.

The Board encourages participation from our shareholders in its outreach program.  Participation levels vary from year-to-year.  For this year’s Board Outreach Program, which began in 2018 and continued into 2019,early 2020, we contacted our 25 largest stockholders, who represented approximately 66.13% of our then-outstanding shares. Of those contacted, investors representing approximately 35.16%over 23% of the then-outstanding shares made themselves available to speak with us, including 53 of our 10 largest shareholders.  The 53 largest shareholders included two of the top 3 shareholders listed on page 5.6.

Not all investors we spoke with expressed the same views about each topic discussed during our calls, but we listened carefully to each and gave each equal weight.

The feedback we received was generally supportive, and the conversations includedin-depth discussion about various compensation and corporate governance issues, including with respect to shareholder opinions about the benefits and drawbacks of our incentive compensation program, board composition, risk oversight, and other governance matters. On the whole, we also learned that, although some consistent themes exist, our shareholders have varying views on compensation and governance topics, and much effort was made to balance the differing and sometimes contrasting viewpoints.  On the whole, we also learned that, although some consistent themes exist, our shareholders have varying views on compensation and governance topics, and much effort was made to balance the differing and sometimes contrasting viewpoints.   Shareholders have generally been consistent in their view that the Company should provide greater detail on the scope of its shareholder outreach efforts and describe the specific nature of shareholder concerns.  Accordingly, beginning in 2019 we have included greater specifics on the scope of our shareholder outreach efforts and on the feedback we received, including with respect to shareholder views regarding our compensation programs (see Engaging with Our Shareholders in the Compensation Discussion and Analysis section of this proxy statement beginning on page 23.

Shareholders were generally consistent in their view that the Company should provide greater detail on the scope of its shareholder outreach efforts and describe the specific nature of shareholder concerns.  Accordingly, we are including in this year’s proxy statement greater specifics on the scope of our shareholder outreach efforts and on the feedback we received, including with respect to shareholder concerns that triggered the adversesay-on-pay advisory vote in 2018.

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The Board was particularly disappointed in the vote against our 2018say-on-pay resolution, resolution. While many of our institutional shareholders, who control significant blocks of the ownership interests in our company, defer their decision-making to one or another of the world’s largest proxy advisory services, many of the investors with whom we have met and conferred with have said that while they do review the recommendations of proxy advisory services on say-on-pay votes as part of their voting determination process, they do not always vote consistent with such recommendations. The information we received from our investors, which followed a weak level of support in 2017 (approximately 48.5% in favor). The Board tookcovered compensation program design, shareholder voting processes, corporate governance, and disclosure matters, was shared with thesay-on-pay vote failure very seriously Compensation Committee and the members of our Board who participated infull Board. In response, the Board Outreach Program were charged with reaching outin 2018 undertook to gain a better understandingrefresh the Compensation Committee and restructure our executive compensation plans to their current form, as described below and in our Compensation Discussion and Analysis beginning on page 23.  Shareholder feedback has been an essential element of what drove this result. From the calls, they came away with several important understandings including that more was neededCommittee’s evaluation of revisions to relatethe program.  While many of the outreach sessions ranged beyond executive pay to corporate performance.topics including the Company’s business and strategy, common themes relating to executive pay did emerge from these discussions. 

In 2020, although management held many meetings and direct conversations with investors, various circumstances, including those relating to the emergence of thee COVID-19 pandemic, led many of our institutional investors to decline our requests to conduct outreach discussions with their governance teams.

While many of our institutional shareholders, who control significant blocks of the ownership interests in our company, conceded that they defer their decision-making to one or another of the world’s largest proxy advisory services, many of the investors with whom we met said that while they do review the recommendations of proxy advisory services onsay-on-pay votes as part of their voting determination process, they do not always vote consistent with such recommendations. The information we received from our investors, which covered compensation program design,

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Additional disclosure regarding the relationship between our NEO compensation programs and long-term value creation appears on pages 33page 31 of this proxy statement.  Stockholders are urged to read theCompensation Discussion & Analysis section and other information in this Proxy Statement to better understand how the Company’sCompany's executive compensation program engages and aligns with the Company’s performance.

Results of Election of Directors at 20182019 Annual Meeting – - At our 20182019 annual meeting of shareholders, Joseph R. Ficalora, JamesMichael J. O’DonovanLevine, Ronald A. Rosenfeld, Lawrence J. Savarese, and HanifJohn M. DahyaTsimbinos werere-elected to the term of the Board that expires at the 20212022 annual meeting of shareholders.  Mr. Ficalora and Mr. O’DonovanAll received the affirmative vote of 93.8% and 87.3%more than 90% of the votes cast for theirre-election. However, Mr. Dahya only received the affirmative vote of a narrow majority of the votes cast for his reelection. Last year’s results for Mr. Dahya were disappointing, particularly given (1) that he previously received the affirmative support of 98.2% of votes cast at the 2015 annual meeting of shareholders, (2) his extensive and valuable financial and risk management experience and insight, and (3) the Board’s objective of maintaining Board members with diverse background, perspective and skill that Mr. Dahya possesses. The Board believes that last year’s results are connected to Mr. Dahya’s service as a member of the Compensation Committee during a year in which shareholders voted down oursay-on-pay proposal. As noted above, following the 2018 annual meeting of shareholders, the Board refreshed the entire Compensation Committee, and Mr. Dahya no longer serves on that Committee.

We value shareholder input and we encourage you to share your opinions with us. You can do so by writing to us at the address on page 7186 of this proxy statement. You can also provide feedback on our executive compensation program by contacting us through our Investor Relations Department (please visit our websitewww.myNYCB.com) or through the other contacts identified on page 1920 of this proxy statement.

Community Support–- Service to our customers and the community is an important part of the New York Community Bank culture.  We support the communities we serve through lending, investments, services, and charitable giving, including through New York Community Bank Foundation and Richmond County Savings Foundation, with the following notable highlights:

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✓ New York Community Bank employees volunteered 25002000 hours for community organizations in 2018.2019.   ✓ More than 125100 Bank employees have leadership roles within community organizations.   ✓ Employees participated in more than 900700 community events in 2018.2019.   ✓ The Foundations have awarded more than $90$92 million in grants to more than 5,5005,800 community organizations since 2000, including $14.6 million for health and human services, $12.7 million for education, $15.8 million for civic and community organizations, and $15.4 million for arts and culture.   ✓ The Community Bank’s corporate philanthropy program contributes nearly $1.4$1.0 million annually to community organizations. The Community Bank provides multi-family lending to borrowers with collateral properties in low and moderate income areas of the communities we serve.  The Community Bank’s multi-family lending in low and moderate income areas represents 58%53% of total loans and 51%48% of total loan amount. The Community Bank also provides lending for borrowers in the low and moderate income areas of the communities we serve, including financing for 60%51% of the number of loans and 56%46% of loan amounts that were in the low and moderate areas of New York where we committed to continuing our leadership role in the New York City multi-family housing market including by lending in low and moderate income areas. Additionally, we support communities impacted by disasters through corporate donations to relief organizations. We also provide our employees with paid time off to volunteer with community organizations and encourage our employees to lead philanthropic initiatives that matter to them.  In response to the COVID-19 Pandemic, the Community Bank has demonstrated that the health, safety, and financial well-being of our customers and to the communities we serve remains a top priority. Some notable actions that the Community Bank has taken to assist its customers include: temporarily waiving certain fees including ATM, overdraft fees, and, on a case-by-case basis, early Certificate of Deposit withdrawal fees; addressing customer requests for loan modifications; providing customers with access to certain Small Business Administration Pandemic related lending programs; and targeting investments to select New York City not-for-profit  companies that address small business lending needs.   Page 810 corporate governance CORPORATE GOVERNANCE      Corporate Governance Philosophy   CORPORATE GOVERNANCE PHILOSOPHY Our Board, as stewards of shareholder interests, is committed to maximizing long-term shareholder value creation and to maintaining sound corporate governance principles consistent with current rules and practices.  Under the leadership of the Nominating and Corporate Governance Committee, we have concentrated significant efforts and resources on ensuring that our overall corporate governance practices serve the best interests of the Company and its shareholders, focusing on the changing needs for financial institution boards in the current regulatory environment; we have taken into consideration the governance policies and practices of our peers; and we have also developed an active shareholder outreach program to better understand the views and concerns of our large shareholders.  In recent years, the Board has adopted various corporate governance policies and practices to address such views and concerns. We have a Risk Assessment Committee comprised of independent directors to assist the Board in overseeing and reviewing information regarding our enterprise risk management program, risk exposure, and risk governance policies and practices.  See page 1719 for a description of the committee. Certain governance policies and practices in effect during 20182019 are listed in the chart below.   Board and Governance Information 2018                 Board and Governance Information 2019 Size of Board 11 Number of Independent Directors 9 Staggered Election of Directors Yes Majority Voting for Directors Yes Proxy Access for Shareholders Yes Separation of the Chairman of the Board and Chief Executive Officer Positions Yes Independent Presiding Director Yes Code of Business Conduct and Ethics Yes Annual Board & Committee Evaluations Yes Risk Assessment Committee Yes Executive Compensation Yes Claw Back Provision Yes Board Member and Executive Ownership of Shares Yes Anti-Pledging and Hedging Yes No Poison Pill Yes The Board-adopted Corporate Governance Guidelines are available on the corporate governance pages of the Investor Relations portion of our Company’s website,www.myNYCB.com, and also are available in print to any shareholder who requests a copy.  These guidelines address,address, among other matters, the qualifications and responsibilities of directors; functions of the Board and Board committees; director compensation, training, and performance evaluations; and management performance evaluations and succession. We will continue to actively monitor, and consider additional changes to, our corporate governance practices in the future.future.   DIRECTOR INDEPENDENCE Director Independence The Board has determined that the following nine of our eleven directors are “independent” within the meaning of the rules of the New York Stock Exchange:Exchange including: Dominick Ciampa, Hanif “Wally” Dahya, Leslie D. Dunn, Michael J. Levine, James J. O’Donovan, Lawrence Rosano, Jr., Ronald A. Rosenfeld, Lawrence J. Savarese, and John M. Tsimbinos.  Additionally, the Board has determined that each of the members of the Audit, Nominating and Corporate Governance, and Compensation Committees are independent in accordance with the listing standards of the NYSE and, in the case of the members of the Audit Committee, the rules of the SEC.  In determining the independence of its members, the Board broadly considers all facts and circumstances it deems to be relevant and does not limit such review to a specific set of categorical independence standards.  Such determinations are made not merely from the standpoint of the director, but Page 9 CORPORATE GOVERNANCE      also from that of persons or organizations with whom or which the director has an affiliation.  Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships, among others. In arriving at its conclusions with respect to the directors named above, the Board determined that the directors had no material relationships (as such term is defined under the listing standards of the NYSE) with the Company either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company.  Directors Ciampa, Levine O’Donovan, and Rosano Page 11 corporate governance are principals in, or have ownership interests in, organizations that maintain lending relationships with the Community Bank, and Director Levine is a guarantor of a loan between the Community Bank and a family member.Bank.  These directors have fully disclosed such relationships to the Board, and the Board has determined that the subject loans do not involve more than normal risk of collectability or present other unfavorable features, and were made on substantially the same terms (including interest rates and collateral requirements) as those prevailing at the same time for comparable transactions with unaffiliated persons.  All loans to the fourtwo directors are fully performing in accordance with their terms.  Accordingly, the lending relationships maintained by the Community Bank with Messrs. Ciampa, Levine O’Donovan, and Rosano would not be inconsistent with a determination that they are independent directors of the Company. Further, Directors Ciampa, Levine O’Donovan, and Rosano possess significant knowledge of, and each is a principal in companies that actively participate in, the New York metropolitan area real estate market, where the Community Bank currently conducts significant portions of its lending business.  The Board has determined that it is in the best interests of the Community Bank and the Company not to exclude such potential borrowers from conducting business with the Community Bank in accordance with the arms-length terms described above, and under circumstances that are no more favorable than those available to the Community Bank’s other borrowers.   BOARD LEADERSHIP STRUCTURE Board Leadership Structure The Company relies on a three-part leadership structure, with Mr. Ciampa serving as Chairman of the Board of Directors, Mr. Levine serving as Presiding Director, and Mr. Ficalora serving as President and Chief Executive Officer.  The Board considers this structure an effective one for enabling the Chairman, Presiding Director, and CEO to share knowledge and responsibilities, for preserving Board independence, and for carrying out other important governance principles.  Generally, the structure is intended to promote synergies among the three leadership positions, with the Chairman overseeing the functioning of the Board and its stewardship of the Company, the Presiding Director assisting the Chairman and overseeing certain Board stewardship and other governance functions, including by leading the independent members of the Board, and the President and Chief Executive Officer serving as senior managing officer of the Company, overseeingday-to-day operations and carrying out its strategic goals and objectives. (See below for additional detail regarding the roles of the Independent Chairman of the Board and Presiding Director.)objectives The Chairman of the Board is an independent director. The Company does not have a formal policy with respect to the separation or combination of the offices of Chairman of the Board and CEO. Rather, the Board has the discretion to combine or separate these roles as it deems appropriate from time to time, which provides the Board with the necessary flexibility to adjust to changed circumstances.  The Board has determined that separating the roles of Chairman and President and CEO would allowallows the CEO to devote the requisite significant time to, and focus on, managing our business and maintaining our financial strength. The Company’sCompany's independent Presiding Director functions as a Lead Director, but the Board prefers the term Presiding Director to emphasize that all directors share equally in their responsibilities as members of the Board. The Presiding Director presides at all Board meetings and executive sessions at which the Chairman is not present and is responsible for coordinating the annual self-evaluations of the members of the Board.  Additionally, the Presiding Director is available for consultation and communication with shareholders as part of the Board’s shareholder outreach program and performs such other functions as the Board directs.  The Presiding Director is appointed annually by, and from among, the independent directors. Committee Chairs –-All Committee chairpersons are independent and are appointed annually by the Board.  They approve agendas and materials for their respective committee meetings and serve as the liaisons between committee members and the Board and between committee members and senior management.   Page 12 BOARD’S ROLE IN RISK OVERSIGHT corporate governance BOARD’S ROLE IN RISK OVERSIGHT Our Board devotes significant attention to the oversight of risks inherent in our banking business, including information security risk, credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, and reputational risk.   Management of risk is a key partimportant to the success of our success.operations and business strategies. Page 10 CORPORATE GOVERNANCE        The Board reviews the key risks associated with the Company’s strategic plan annually and regularly throughout the year as part of its consideration of the strategic direction of the Company as well as reviewing the output of the Company’s risk management process each year and reviewing risks associated with specific business units and corporate functions. While the Board of Directors as a whole is responsible for risk management oversight, management is responsible for theday-to-day management of the risks faced by the Company.  OurAs part of our risk oversight processes, our Chief Risk Officer reports to the Risk Assessment Committee. TheCommittee; the Chairman of the Board’s Risk Assessment Committee meets regularly with management to discuss strategies and the risks facing the Company. SeniorCompany; and senior members of management attend Board meetings and are available to address questions or concerns raised by the Board on risk management and other matters. In carrying out its responsibilities in this area, the Board has delegated important duties to its committees. The Risk Assessment Committee has responsibility to oversee the functioning of the Company’s enterprise risk management program and to ensure that risk is appropriately identified, measured, mitigated, monitored, and reported within approved governance structures. Among its duties, the Risk Assessment Committee reviews with management Company policies regarding risk assessment and management of risks that may be material to the Company, the Company’s system of disclosure controls and system of internal controls over financial reporting, the Company’s governance structure and processes, related person transactions, certain compliance issues and Board and committee structures, and the Company’s compliance with legal and regulatory requirements. The Chairman of the Risk Assessment Committee is independent and has the requisite risk experience required under the Dodd Frank Act’s Enhanced Prudential Standards for large banks. The Risk Assessment Committee also is actively involved in oversight of the Company’s cybersecurity risks.  Information security breaches and other cybersecurity events can lead to significant financial losses and reputational harm to a breached company, and information security, including cybersecurity, is a high priority for our Company.  Accordingly, we continue to develop policies and utilize technology to protect our information and that of our clientscustomers from cyberattacks or other corruption or loss.  Our Chief Information Security Officer is responsible for developing, implementing, and maintaining an effective information security program, which includes, but is not limited to, the performance of risk assessments for the purpose of identifying and documenting risks and mitigating controls.  The information security program is subject to independent testing and relies upon the Federal Financial Institutions Examination Council’s Cybersecurity Assessment framework to gauge the program’s maturity level, New York State Department of Financial Services information security regulations, and other evolving standards.  The Board, directly and through the Risk Assessment Committee, actively oversees management’s efforts to maintain and enhance our cybersecurity practices, reviewing and approving information security policies and programs, including those relating to cybersecurity, security risk assessment, security strategies, disaster recovery, business continuity, and incident response plans. The CISO conducts training and awareness programs for the Board to ensure that the Board remains aware and informed onof information security incidents and response plans. The Audit Committee also serves a key role in managing our risk, mainly through its oversight of the external and internal audit function, which assesses and tests the adequacy of internal controls and the financial reporting process. The Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, other financial matters, certain compliance issues, and accounting and legal matters. Finally, the Compensation Committee has responsibility for overseeing certain risks in the Company’s incentive compensation practices and has authority to conduct annual reviews of such compensation arrangements and practices to ensure that they do not encourage inappropriate risk-taking.  The Compensation Committee also oversees succession planning for possible successors to the positions of Chief Executive Officer and Chief Operating Officer and planning for other key senior management positions. The Compensation Committee has concluded that the Company’s the compensation policies arearrangements do not reasonably likely to have a material adverse effect on the Company.encourage inappropriate risks. In performing these risk oversight functions, the Risk Assessment, Audit, and Compensation Committees of the Board each have full access to management in the Enterprise Risk Management and Internal Audit areas and in other first and second line functions within the Company, as well as the ability to engage advisors, and each committee reports back to the full Board and works with all members of the Board to fulfill risk oversight objectives. The entire Board reviews and approves, on an annual basis, all significant policies that address risk within our consolidated organization, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, and reputational risk. The Board monitors risk through reports received on a periodic basis from management. The Chairman of the Board and independent members of the Board work together to provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, through special meetings of the independent directors. SeeBoard Committees – The Risk Assessment Committee on page 17 for further information.   Page 1113 corporate governance Other Governance Practices   CORPORATE GOVERNANCE      OTHER GOVERNANCE PRACTICES Majority Voting in Director Elections– - Our Certificate of Incorporation requires that nominees for Director in uncontested elections receive a majority of the votes cast in respect of their election as directors.  If an election is uncontested, each of our director nominees has agreed to tender his or her irrevocable contingent resignation if he or she is not elected by a majority of votes cast by shareholders.  OurThe Board’s Nominating and Corporate Governance Committee will promptly consider the director’s resignation and recommend to ourthe Board whether to accept or reject the resignation.  Our Board will act on the Nominating and Corporate Governance Committee’s recommendation within ninety days of the applicable shareholder meeting and will then publically disclose its decision. Shareholder Rights Plan– - We do not have a shareholder rights plan and are not currently considering adopting one. Corporate Governance Guidelines–-Our Corporate Governance Guidelines formalize certain of the Community Bank’s and the Board of Directors’ existing governance policies and practices with respect to board membership; leadership; roles, procedures and practices; committees; and executive officer evaluations, compensation and succession and also address the new governance policies discussed below. These Corporate Governance Guidelines are available on the Company’s website (www.myNYCB.com) underInvestor Relations. Board Self-Evaluations–- The Board of Directors annually assesses its effectiveness, the operations of its committees, and the contributions of director nominees. The independent Presiding Director coordinates the evaluation of the Board as a whole and its committees, as well as individual evaluations of those directors who are being considered for possiblere-nomination to the Board. Proxy Access –- Our amended and restated Bylaws permit a shareholder, or a group of up to 20 shareholders, that owns three percent or more of the Company’s common stock continuously for at least three years, to nominate and include in the Company’s proxy materials candidates for election as directors. Such shareholder(s) or group(s) of shareholders may nominate up to the greater of two individuals or 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the eligibility, notice, and other requirements specified in the Bylaws. Code of Business Conduct and Ethics–- The Company maintains a Code of Professional Conduct, applicable to all Company and Community Bank employees, which sets forth requirements relating to ethical conduct, conflicts of interest, and compliance with the law.  The Code of Professional Conduct requires that the Community Bank’s employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in the Company’s and the Community Bank’s best interests.  The CEO, Chief Operating Officer, and Chief Financial Officer are bound by the Code of Professional Conduct.  In addition, the Board of Directors has adopted a Code of Business Conduct and Ethics for the CEO, Chief Operating Officer, and Chief Financial Officer of the Company.  Copies of both Codes, which also apply to the directors of the Company, are available, free of charge, on the corporate governance pages of the Investor Relations portion of our website,www.myNYCB.com, and are available in print to any shareholder who requests a copy. Stock Ownership Policy–- The Company maintains a Stock Ownership Policy which is intended to align the interests of senior executives andnon-executive directors of the Company with the interests of the Company’sCompany's shareholders, and to support sound risk management by requiring each of them to attain and maintain a target level of stock ownership.  The target level of stock ownership in the Company that each must attain and maintain shall differ depending on the applicable officer’s or director’s category and is expressed, for the year being measured, as a multiple of annual base salary for executives and as a multiple of annual retainer fornon-executive directors.  For the CEO, the multiple is six times base salary, for senior executives (including the NEOs), the multiple is four times base salary, and for thenon-executive directors, the multiple is five times the annual retainer exclusive of any compensation for committee fees, meeting fees, and leadership roles. Executive Sessions of the Board– - In 2018,2019, the Board met 12 times in executive session with the CEO and COO present and, in keeping with the Company’s Corporate Governance Guidelines, met threetwo times in executive session with no members of management present. Board Diversity and Tenure –- The Nominating and Corporate Governance Committee has a long-standing commitment to diversity, rather than a formal diversity policy, and is guided by the Company’s diversity philosophy in its review and consideration of potential director nominees. In this regard, the Board and the Committee view diversity holistically. As set forth in the Company’s Corporate Governance Guidelines, the Board and the Committee consider:   Ø ➢ Whether the individual meets the requirements for independence; Page 14 Ø corporate governance ➢ The individual’s general understanding of the various disciplines relevant to the success of a large publicly-traded company in today’s global business environment; Page 12   CORPORATE GOVERNANCE      ➢ Ø The individual’s understanding of the Company’s business and markets; Ø ➢ The individual’s professional expertise and experience; Ø ➢ The individual’s educational and professional background; and Ø ➢ Other characteristics of the individual that promote diversity of views and experiences, including diversity with respect to gender, age, race and ethnicity. The Nominating and Corporate Governance Committee has not established any specific minimum qualification standards for nominees to the Board and evaluates each individual in the context of the Board as a whole, with the objective of recommending a group of directors who will best enhance the Company’s success and represent shareholder interests through the exercise of sound judgment and the application of its diversity of experience. In determining whether to recommend a director forre-election, the Committee also considers the director’s past attendance at meetings and participation in, and contributions, to the activities of the Board. In addition, the Committee considers whether the Board has specific needs for certain skills or attributes at a given time (for example, financial or chief executive officer experience). Other criteria for Board membership are set forth in the Company’s Corporate Governance Guidelines and Nominating and Corporate Governance Committee Charter, copies of which are available, free of charge, on the corporate governance pages of the Investor Relations portion of our website, www.myNYCB.com, and are available in print to any shareholder who requests a copy. Long-tenured directors can offer significant benefits in the governance of the Company due to the deep knowledge of our business and functioning they acquire through years of service.  They provide continuity and stability at the highest governance level, as well as historical perspectives that are indispensable in determining the Company’s strategic vision. Long-tenured directors maintain significant institutional knowledge and offer stability. In addition, due to their historical knowledge of the Company, long-tenured directors can be particularly well suited to exercise Board-level influence and to provide an effective challenge mechanism when required.  Over the course of time, in addition to their stature, long-tenured directors develop important working relationships with other Board members and management, resulting in effective collaboration in carrying out the Company’s objectives and management oversight.  Our Board believes that director tenure, like other governance policies and structures, should be tailored to the Company’sCompany's unique governance needs and challenges. While long-tenured directors bring a depth of valuable experience to our Board, the Company is also committed to “fresh perspectives,” having added four new independent directors to our Board in the past five years. Our Bylaws provide that, unless otherwise determined by a majority of the disinterested members of the Board, no person may be elected, appointed, or nominated as a director after December 31 of the year in which such person attains the age of 80. Based upon, among other things, the significant experience, knowledge, and value they offer the Board, the Board has previously and unanimously determined to exempt Mr. Tsimbinoscertain members from this retirement age requirement. Page 15 BOARD COMMITTEES corporate governance Board Committees   The Board conducts its business through periodic meetings and through the activities of its committees.  In 2018,2019, the Board held 12 regular monthly meetings and various standing committees of the Board met another 3934 times, for an aggregate of 5146 meetings.  All incumbent directors of the Company attended at least 75% of the aggregate number of meetings of the Board and committees on which such directors served during fiscal year 2018.2019. Board members are expected to make reasonable efforts to attend all Board meetings and all meetings of the Board committees on which they serve.  Absences are excused only for good cause.   Page 13 CORPORATE GOVERNANCE      The Board has four standing committees as follows: (i) Audit Committee, (ii) Compensation Committee, (iii) Nominating and Corporate Governance Committee, and (iv) Risk Assessment Committee.  Each committee has a written charter adopted by the committee and ratified by the Board.  As required by NYSE Rules, charters for the Audit, Compensation, and Nominating and Corporate Governance Committees can be found on the Investor Relations portion of the Company’s website atwww.myNYCB.com,and are available in hardcopy to any shareholder who requests them.  Each member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee has been determined by the Board to be independent for purposes of the NYSE corporate governance listing standards and within the meaning of regulations of the SEC. Page 16 corporate governance The following table presents the membership of our Board members on the various Board committees as of April 9, 2019:7, 2020: Director Audit Compensation Nominating & Corporate Governance Risk Assessment   Mortgage & Real Estate1 Commercial Credit Committee1                   Dominick Ciampa†       Hanif “Wally” M. Dahya#       Leslie D. Dunn       Michael J. Levine* @     James J. O’Donovan       Lawrence Rosano, Jr.     Ronald A. Rosenfeld         Lawrence J. Savarese*#       John M. Tsimbinos       Joseph R. Ficalora           Robert Wann               Meetings Held in 2019 13 7 2 12   52 51                                          Director                                Dominick Ciampa†                    Hanif “Wally” M. Dahya#                    Leslie D. Dunn                    Michael J. Levine*@                    James J. O’Donovan                    Lawrence Rosano, Jr.                    Ronald A. Rosenfeld                    Lawrence J. Savarese*#                    John M. Tsimbinos                    Joseph R. Ficalora                    Robert Wann                    Meetings Held in 2018   13   11   3   12     50   11 (1) All Company Board Committees are replicated at the bankCommunity Bank level.  Additionally, the Community Bank Board maintains a Mortgage and Real Estate Committee and Commercial Credit Committee. Chairman of the Committee         Member of the Committee † Chairman of the Board of Directors * Designated as Audit Committee Financial Expert @ Designated independent Presiding Director # Designated as Risk Committee Expert Previously, the Board had four additional committees: a Capital Assessment Committee, Cyber Security Committee, Investment Committee, and Insurance Committee. Upon careful review, it was determined that the Board could operate more effectively and efficiently by reassigning each of the subject committee’s oversight responsibilities intoCommittee     Member of the Risk Assessment Committee the Audit Committee, or the whole Board. Therefore, as of January 30, 2018, the Capital Assessment and Cyber Security Committees † Chairman of the Board were disbanded and their oversight responsibilities were generally consolidated into theof Directors * Designated as Audit Committee Financial Expert @Designated independent Presiding Director #Designated as Risk Assessment Committee. As of June 19, 2018, the Investment and Insurance Committees of the Board were disbanded and their oversight responsibilities were reassigned to the whole Board.Committee Expert   Page 14 CORPORATE GOVERNANCE        A description of the nature and purpose of each of the Board committees follows. The Board Committees act under written charters adopted by the Board of Directors which include detailed lists of the respective Committees’ functions.  Copies of the charters for the Audit, Compensation, Nominating and Corporate Governance, and Risk Assessment Committees are available, free of charge, on the corporate governance pages within the Investor Relations portion of our website atwww.myNYCB.com, and are available in print to any shareholder who requests a copy. Page 17 corporate governance Audit Committee Members: Members: Lawrence J. Savarese (Chair) Hanif M. Dahya Leslie D. Dunn Michael J. Levine Ronald A. Rosenfeld   The Board of Directors has determined that Messrs. Savarese and Levine are “audit committee financial experts” under the rules of the SEC.   Meetings held in 2018:2019: 13     The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities, including with respect to review and, as applicable, approval of (1) the integrity of the Company’sCompany's financial statements; (2) the Company’sCompany's compliance with applicable legal and regulatory requirements; (3) the independent registered public accounting firm’sfirm's qualifications and independence; (4) the performance of the Company’sCompany's internal audit function and independent auditors; (5) the system of internal controls relating to financial reporting, accounting, legal compliance, and ethics established by management and the Board; and (6) the Company’sCompany's internal and external auditing processes.   This Committee meets with the Company’s and the Community Bank’s internal auditors to review the performance of the internal audit function.   A detailed list of the Committee’sCommittee's functions is included in its written charter adopted by the Board of Directors, a copy of which is available free of charge on the corporate governance pages within the Investor Relations portion of our website atwww.myNYCB.com, and is available in print to any shareholder who requests a copy.     Page 15 CORPORATE GOVERNANCE      Compensation Committee Members:    Compensation Committee Members: John M. Tsimbinos (Chair) Leslie D. Dunn Lawrence Rosano, Jr.   Meetings held in 20182019: 11 7     This committee meets to establish compensation for the executive officers and to review the Company’s incentive compensation programs when necessary.  (SeeCompensation Discussion and Analysis beginning on page 23 for further information on the Company’s processes and procedures for the consideration and determination of executive and director compensation.)   Consistent with SEC disclosure requirements, the Compensation Committee has assessed the Company’sCompany's compensation programs and has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.   At the Committee’s direction, management of the Company maintains an Incentive Compensation and Performance Management Committee responsible for overseeing and monitoringnon-executive incentive compensation objectives, performance management, and incentive compensation plans.  The Committee, which consists of various senior officers, including the Chief Operating Officer and the Chief Risk Officer, has assessed the Company’snon-executive incentive compensation plans to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature. This risk assessment process includes a review of plan policies and practices; an analysis to identify risks and risk controls related to the plans; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, risk controls, and the consistency of the programs and their risks with regard to the Company’s strategies.  Compensation agreements are subject to risk reviews by first and second lines of defense:  an attorney designed by the Chief Operating Officer performs a first line review, which is followed by the Chief Risk Officer’s second line review.  Reporting by the Incentive Compensation and Performance Management Committee to the Compensation Committee occurs at least annually.   Although the Compensation Committee reviews all compensation programs, it focuses on the programs with variability of payout, the ability of a participant to directly affect payout, and the controls on participant action and payout.   In response to the results of the 2018 shareholder advisory vote on executive compensation, in the initial Board meeting following the 2018 annual meeting of shareholders, the Board restructured the Compensation Committee replacing its members with the current members. The newlywas restructured Compensation Committeeand took several steps to revise the executive compensation program which is describedresulting in further detail underoverwhelming support in theCompensation Discussion and Analysissection of this proxy statement. 2019 shareholder advisory vote on executive compensation.     Based on the foregoing, we believe that our executive compensation policies and practices do not create inappropriate or unintended significant risk to the Company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond the organization’sorganization's ability to effectively identify and manage significant risks; are compatible with effective internal controls and our risk management practices; and are supported by the oversight and administration of the Compensation Committee.     Page 1618 CORPORATE GOVERNANCE      corporate governance Nominating and Corporate Governance Committee Members: Members: Michael J. Levine (Chair) Dominick Ciampa Hanif M. Dahya James J. O’Donovan Leslie D. Dunn Lawrence Rosano, Jr. Ronald A. Rosenfeld Lawrence J. Savarese John M. Tsimbinos   Meetings held in 20182019:32 The Committee considers and recommends the nominees for director to stand for election at the Company’s Annual Meeting of Shareholders.   The Nominating and Governance Committee is responsible for recommending to the Board the qualifications for Board membership, identifying, assessing, and recommending qualified director candidates for the Board’s consideration, assisting the Board in organizing itself to discharge its duties and responsibilities, and providing oversight of the Company’s corporate governance practices and policies, including an effective process for shareholders to communicate with the Board. The Committee is composed entirely of independent directors as defined by the NYSE Corporate Governance Standards and operates under a written charter. The Nominating and Corporate Governance Committee’s charter is available on the corporate governance pages within the Investor Relations portion of the Company’s website atwww.myNYCB.com and is available in print upon request.   The Committee’s role in, and process for, identifying and evaluating prospective director nominees is described herein and above inBoard Diversity and Tenure. See alsoProcedures for Shareholders to Recommend Directors. In addition, the Committee makes recommendations to the Board concerning director independence, Board committee assignments, committee chairman positions, Audit Committee “financial experts,” the financial literacy of Audit Committee members, and Risk Assessment Committee “risk management experts.”     Risk Assessment Committee Members: Michael J. Levine (Chair) Lawrence Rosano, Jr. (Vice Chair) Dominick Ciampa Hanif M. Dahya Leslie D. Dunn James J. O’Donovan Ronald A. Rosenfeld Lawrence J. Savarese   The Board of Directors has determined that Messrs. Dahya and Savarese are “risk management experts” under the enhanced prudential standards of the Dodd-Frank Act.   Meetings held in 2018:2019: 12 The Risk Assessment Committee has been appointed by the Company’s Board of Directors to assist the Board in fulfilling its responsibilities with respect to oversight of the Company’s risk management program, including as it relates to the risk appetite of the Company and the policies and procedures used to manage various risks, including credit, market, interest rate, liquidity, legal/compliance, regulatory, strategic, operational, reputational, and certain other risks.   As of January 30, 2018, the Company’s former Capital Assessment Committee and Cyber Security Committee were consolidated into the Risk Assessment Committee, and the Risk Assessment Committee’s responsibilities were expanded to include oversight of the Company’s capital and stress testing program as required under the applicable rules and regulations of the Dodd-Frank Act and oversight of the Company’s exposure to cyber risk as an integral aspect of the Company’s overall risk management strategies.   The Risk Assessment Committee’s role is one of oversight, recognizing that management is responsible for designing, implementing, and maintaining an effective risk management program.  The Company’s departmental managers are the first line of defense for managing risk in the areas for which they are responsible.  As a second line of defense, the Company’s Chief Risk Officer provides overall leadership for the Company’s enterprise risk management framework, including risk identification, risk measurement, risk monitoring, risk mitigation, risk reporting, and model risk.   At each regularly scheduled meeting of the Risk Assessment Committee, the Committee receives a monthly report from the Chief Risk Officer with respect to the Company’s approach to the management of major risks, including the implementation of the enterprise risk management program and risk mitigation efforts.  The Chief Risk Officer is responsible for an integrated effort to identify, assess, and monitor risks (including through risk measurement, risk monitoring, risk mitigation, and risk reporting) that may affect the Company’s ability to execute on its corporate strategy, perform in accordance with approved risks limits and warning levels, and fulfill its business objectives. The Risk Assessment Committee enhances the Board’s oversight of risk management.   Page 17 CORPORATE GOVERNANCE     The Risk Assessment Committee responsibilities include oversight of the Company’s capital and stress testing program as required under the applicable rules and regulations of the Dodd-Frank Act and oversight of the Company’s exposure to cyber risk as an integral aspect of the Company’s overall risk management strategies.     In addition to the above described committees of the Company Board, the Community Bank Board maintains committees with important oversight responsibilities for the Community Bank’s lending functions: the Mortgage and Real Estate Committee and the Commercial Credit Committee of the Community Bank Board serve important governance functions in the lending businesses of the Company. The multi-family, commercial real estate, commercial and industrial, and othernon-residential loans we originate all are made in accordance with loan underwriting policies and procedures approved by the respective Committees, which maintain active oversight of management’s loan origination, servicing, and collections processes.  Committee members, who have significant experience in real estate businesses as well as real estate and other lending, apply their knowledge and expertise in key policy and risk-management decisions relating to these core business areas. Page 19 corporate governance Mortgage and Real Estate Committee –- The Mortgage and Real Estate Committee is a committee of the Community Bank Board of Directors and was appointed by the Community Bank’sthat Board to oversee the Community Bank’s credit management policies and procedures, as more particularly described in the credit policies of the Community Bank as adopted from time to time.procedures.  The authority of the Committee includes, among other things, oversight regarding the administration and implementation of loan policies, review of the risks associated with loans approved by management, and the delegation of credit authority. Each member has expertise in relevant areas of commercial and residential real estate; lending and lending risk; and the business of financial institutions. The members of the Mortgage and Real Estate Committee are Messrs. O’Donovan (Chair), Ciampa, Ficalora, Levine, Rosano, and Tsimbinos. The Mortgage and Real Estate Committee met 5052 times in 2018.2019. Commercial Credit Committee –- The Commercial Credit Committee is a committee of the Community Bank Board of Directors and was appointed by the Community Bank’sthat Board in September 2018 to oversee the Community Bank’s credit management policies and procedures, as more particularly described inand the credit policieslending activities of the Bank as adopted from time to time.Bank’s specialty finance company subsidiary, which originates asset-based loans, dealer floor-plan loans, and equipment loans and leases.  The authority of the Committee includes, among other things, oversight regarding the administration and implementation of commercial and industrial loan policies, review of the risks associated with such loans approved by management, and the delegation of credit authority. Each member has expertise in relevant areas of commercial and industrial real estate lending, lending risk, and the business of financial institutions. The members of the Commercial Credit Committee are Messrs. Dahya (Chair), Ciampa, Ficalora, Levine, O’Donovan, Rosano, Savarese, and Tsimbinos. The Commercial Credit Committee of the Community Bank Board met 1151 times in 2018 (prior to the merger of the Commercial Bank into the Community Bank, the former Credit Committee of the Commercial Bank Board had met 46 times in 2018).2019.   DIRECTOR ATTENDANCE AT ANNUAL MEETINGS Director Attendance at Annual Meetings   The Board of Directors expects all directors to attend the Annual Meeting of Shareholders.  All of the then-serving Board members attended the Annual Meeting of Shareholders held on June 5, 2018 except for Mr. Dahya.4, 2019.   COMMUNICATION WITH THE BOARD OF DIRECTORS communication With The Board of Directors Shareholders and other parties interested in communicating directly with the Company by directing correspondence to any of the individuals listed below.  Letters addressed to the Presiding Director will be opened by the Company’s Corporate Secretary, who will review them and forward a summary of such correspondence to the Presiding Director and, if applicable, the Board.  If the Corporate Secretary determines that an item of correspondence relates to the functions of the Board or its committees, or otherwise requires their attention, he will direct the item itself to the Presiding Director or other Board members.  Directors may at any time review a log of all correspondence received by the Company that is addressed to the Presiding Director as provided above, and request copies of any correspondence. Page 18 CORPORATE GOVERNANCE      How to contact us: Chief Governance Officer New York Community Bancorp, Inc. 615 Merrick Avenue, Westbury, NY 11590 Attention: Chief Governance Officer Investor Relations New York Community Bancorp, Inc. 615 Merrick Avenue, Westbury, NY 11590 Attention: Investor Relations Investors@myNYCB.com Board of Directors New York Community Bancorp, Inc. c/o Office of the Corporate Secretary 615 Merrick Avenue, Westbury, NY 11590 Presiding Director New York Community Bancorp, Inc. c/o Office of the Corporate Secretary 615 Merrick Avenue, Westbury, NY 11590 Attention: Michael J. Levine, Presiding Director Audit Committee of the Board of Directors New York Community Bancorp, Inc. c/o Office of the Corporate Secretary 615 Merrick Avenue, Westbury, NY 11590 Attention: Lawrence J. Savarese, Audit Committee Chairman   Page 20 PROCEDURES FOR SHAREHOLDERS TO RECOMMEND DIRECTORS corporate governance Procedures For Shareholders To Recommend Directors   It is the policy of the Nominating and Corporate Governance Committee to consider director candidates who appear to be qualified to serve on the Board and who are recommended by shareholders.  The Nominating and Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and if the Nominating and Corporate Governance Committee does not perceive a need to increase the size of the Board.  To avoid the unnecessary use of its resources, the Nominating and Corporate Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below.  To submit a recommendation of a director candidate to the Nominating and Corporate Governance Committee, a shareholder should submit the following information in writing, addressed to the Chairman of the Nominating and Corporate Governance Committee, care of the Corporate Secretary, at the main office of the Company:   a. the name of the person recommended as a director candidate;   b. all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended;   c. the written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;   d. the name and address of the shareholder making the recommendation, as they appear on the Company’s books; provided, however, that if the shareholder is not a registered holder of Common Stock, the shareholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the Common Stock;   e. a statement disclosing whether such shareholder is acting with, or on behalf of, any other person and, if applicable, the identity of such person; and   f. such other information as the Company may require in accordance with its established nomination procedures then in effect. In order for a director candidate to be considered for nomination at the Company’s Annual Meeting of Shareholders, the recommendation must be received at the principal executive office of the Company not less than 90 days prior to the date of the meeting; provided, however, that in the event that less than 100 days’ notice or prior disclosure of the date of the annual meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.   Page 19 CORPORATE GOVERNANCE      Under the proxy access provisions of our Bylaws, eligible shareholders and/or shareholder groups were permitted to include shareholder-nominated director candidates in our proxy materials for the 20192020 annual meeting of shareholders. No such proposals were received.  For details about the process to include shareholder-nominated director candidates in our proxy materials, please seeAdditional Information – Proxy Access Nominations and refer to Article I, Sections 6, 7, and 8 of our Amended and Restated Bylaws.  A copy of the Amended and Restated Bylaws of the Company are available, free of charge, in print to any shareholder who requests a copy.   Page 2021 BENEFICIAL OWNERSHIP Information with Respect to Nominees, Continuing Directors, and Executive Officers   INFORMATION WITH RESPECT TO NOMINEES, CONTINUING DIRECTORS, AND EXECUTIVE OFFICERS The following table sets forth, as of April 9, 2019,7, 2020, the names of the nominees, continuing directors, and executive officers of the Company, their ages and, as applicable, the year in which he or she became a director and the year in which his or her term (or in the case of the nominees, their proposed terms) as director of the Company expire.  The table also sets forth the amount and percentage of Common Stock beneficially owned by each director, by each named executive officer (as defined on page 23), and by all directors and executive officers as a group as of April 9, 2019.7, 2020.   Name   Age   Director Since   Shares of Common Stock Beneficially Owned(1) (2)   Percent of Class   Age Director Since Shares of Common Stock Beneficially Owned (1) (2) Percent of Class         Nominees (Whose Terms Expire would expire in 2022):       Michael J. Levine   74     2004     322,360 (3)    0.069 %  Ronald A. Rosenfeld   79     2012     102,666 (3,4)    0.022 %  Lawrence J. Savarese   62     2013     96,675 (3,4)    0.021 %  John M. Tsimbinos   81     2003     1,203,436 (3,4)    0.258 %  Directors Whose Terms Expire in 2020:         Nominees (Whose Terms Would Expire in 2023): Nominees (Whose Terms Would Expire in 2023):                   Dominick Ciampa   85     1995     570,907 (3,4)    0.122 %  86 1995 511,821 (3,4) 0.110%           Leslie D. Dunn   73     2015     22,000 (3)(4)    0.005 %  74   2015 25,604 (3)(4) 0.006%           Lawrence Rosano, Jr.   66     2014     27,500 (3,4)    0.006 %  67 2014 31,104 (3,4) 0.007%           Robert Wann   64     2008     2,337,565 (3,5)    0.500 %  65 2008 2,416,794 (3,5) 0.521%           Directors Whose Terms Expire in 2021                             Hanif “Wally” Dahya   63     2007     160,000 (3,4)    0.034 %  64 2007 169,009 (3,4) 0.036%           Joseph R. Ficalora   72     1989 (7)    6,890,304 (3,4,5)    1.475 %  73 1989(7) 7,103,211 (3,4,5) 1.531%           James J. O’Donovan   76     2003     1,341,524 (3,4,5)    0.287 %  77 2003 1,360,814 (3,4,5) 0.293%           Directors Whose Terms Expire in 2022:                     Michael J. Levine 75 2004 328,369 (3,4) 0.071%           Ronald A. Rosenfeld 80 2012 106,270 (3,4) 0.023%           Lawrence J. Savarese 63 2013 110,684 (3,4) 0.024%           John M. Tsimbinos 82 2003 1,210,841 (3,4) 0.261%           Named Executive Officers Who Are Not Directors:         Named Executive Officers Who Are Not Directors:                 Thomas R. Cangemi   50       —     1,220,502 (3,4,5,6)    0.261 %  51 -- 1,240,0422 (3,4,5,6) 0.267%           James J. Carpenter   58       —     650,955 (3,4,5)    0.139 %  59 -- 669,651 (3,4) 0.144%           John J. Pinto   48       —     511,535 (3,5)    0.109 %  49 -- 529,263 (3,5) 0.114%           All directors and executive officers as a group (14 persons)       15,547,929     3.308 %      15,813,477   3.408%                                        (1) Includes the following shares of common stock held directly:  Mr. Ciampa: 12,508;10,008; Mr. Ficalora: 3,735,018;3,847,627; Mr. Levine: 284,860;3,000; Mr. O’Donovan: 710,846;721,846; Mr. Rosano: 12,800;17,800; Mr. Savarese: 54,675;66,675; Mr. Tsimbinos: 980,127;983,527; Mr. Wann: 1,370,059;1,422,356; Mr. Cangemi: 906,877;939,625; Mr. Carpenter: 465,755;512,789; and Mr. Pinto: 359,883.382,184. (2) Each person effectively exercises sole (or shares with spouse or other immediate family member) voting or dispositive power as to shares reported herein (except as noted).  Figures include all of the shares held directly and indirectly by directors and the Company’s executive officers, as well as the shares underlying stock awards that have been granted to, and are currently exercisable or exercisable within 60 days by, such directors and executive officers under the Company’s various stock-based benefit plans. (3) Includes the following shares of unvested restricted stock awards:  Mr. Ciampa – 62,500;56,914; Mr. Dahya – 37,500;34,509; Ms. Dunn – 13,000;12,204; Mr. Ficalora – 408,561;356,994; Mr. Levine – 37,500;34,509; Mr. O’Donovan – 35,500;33,509; Mr. Rosano – 12,200;10,804; Mr. Rosenfeld – 10,200;10,804; Mr. Savarese – 37,500;34,509; Mr. Tsimbinos – 10,200;14,205; Mr. Wann – 195,530;173,753; Mr. Cangemi – 121,382;107,581; Mr. Carpenter – 110,685;80,616; and Mr. Pinto – 82,301.72,301. (4) Includes the following shares that are owned by spouses of the named nominees, continuing directors, and executive officers or are held in individual retirement accounts, trust accounts, custodian accounts, or foundation accounts for which the directors and the executive officers are deemed beneficial owners: Mr. Ciampa – 495,899;444,899; Mr. Dahya – 122,500;134,500; Ms. Dunn – 9,000;13,400; Mr. Ficalora – 300,863; Mr. Levine – 293,860; Mr. O’Donovan – 5,318; Mr. Rosano – 2,500; Mr. Rosenfeld – 92,466;95,466; Mr. Savarese – 4,500;9,500; Mr. Tsimbinos – 213,109; Mr. Cangemi – 60,335; and Mr. Carpenter – 16,166.76,246.     (5) Includes the following shares allocated under the NYCB Employee Stock Ownership Plan (“ESOP”) (and in the case of Messrs. Ficalora, Cangemi and Pinto, acquired for their ESOP accounts pursuant to dividend reinvestments): Mr. Ficalora – 656,717;698,024; Mr. O’Donovan – 197,564;190,049; Mr. Wann – 378,770;402,849; Mr. Cangemi – 40,117; Mr. Carpenter – 43,081;40,710; and Mr. Pinto – 39,865.42,939. Also includes 1,106,919; 327,740;1,175,347; 348,000; and 276,211293,285 shares allocated under the Community Bank’s Supplemental Benefits Plan (and acquired for their Supplemental Employee Retirement Plan (the “SERP”) accounts pursuant to dividend reinvestment) to the accounts of Page 21 BENEFICIAL OWNERSHIP      Messrs. Ficalora, O’Donovan and Wann, respectively. Further includes shares held by the trustee of the New York Community Bancorp, Inc. Employee Savings Plan (“401(k)”) for the accounts of the following officers:  Mr. Ficalora – 682,226;724,356; Mr. Wann – 116,995;124,551; Mr. O’Donovan – 64,556;62,092; Mr. Cangemi – 91,791; Mr. Carpenter – 15,268 and Mr. Pinto – 29,486;31,307; which include shares acquired in Messrs. Ficalora’s, Cangemi’s, Carpenter’s, and Pinto’s accounts pursuant to dividend reinvestment.  The Community Bank Supplemental Benefit Plan, SERP, and Employee Savings Plan are more particularly described in theCompensation Discussion and Analysis section of this proxy statement beginning on page 37.23. (6) Mr. Cangemi has pledged 515,729 shares of Common Stock pursuant to margin account arrangements. The margin balances outstanding, if any, pursuant to such arrangements may vary from time to time.  All pledge obligations entered into before the adoption of the new policy on pledging stock are grandfathered for the duration of the pledge commitment.  See page 3841 for a summary of our policy on hedging and pledging of Common Stock. (7) Includes years of service as a trustee or director of the Community Bank.   Page 22 EXECUTIVE COMPENSATION      EXECUTIVE COMPENSATION AND RELATED INFORMATIONexecutive compensation Executive Compensation and Related Information I.  COMPENSATION DISCUSSION AND ANALYSIS A.  INTRODUCTIONIntroduction We are pleased to provide our shareholders with an overview and analysis of the compensation programs in which the following executive officers (our “named executive officers” or “NEOs”) participated during 20182019 and the process we use to make specific compensation decisions for our NEOs:   ✓ Joseph R. Ficalora,, President and Chief Executive Officer ✓ Robert Wann, Senior Executive Vice President and Chief Operating Officer ✓ Thomas R. Cangemi, Senior Executive Vice President and Chief Financial Officer ✓ James J. Carpenter, Senior Executive Vice President and Chief Lending Officer ✓ John J. Pinto, Executive Vice President and Chief Accounting Officer   ☐ Robert Wann, Senior Executive Vice President and Chief Operating Officer Thomas R. Cangemi, Senior Executive Vice President and Chief Financial Officer James J. Carpenter, Senior Executive Vice President and Chief Lending Officer John J. Pinto, Executive Vice President and Chief Accounting Officer ØScope of the Compensation Discussion and Analysis The Compensation Discussion and Analysis TheCompensation Discussion and Analysis provides shareholders with important information regarding the context and details of our executive compensation program, including the following:   ✓ a discussion of our 2019 say-on-pay advisory vote and our shareholder engagement process during 2019 and early 2020; ✓ an overview of the Company’s response to the adverse“say-on-pay” advisory vote at the 2018 Annual Meeting;business environment in 2019;   ✓ a description of each element of our executive compensation program and the purpose it serves;   ✓ a review of the process by which the Compensation Committee makes compensation decisions, including an overview of the timeline, the parties involved, risk considerations and tax considerations; and   ✓ a discussion of the Compensation Committee’s 20182019 incentive compensation decisions and the key factors that influenced those decisions.decisions.. Ø Responding To Our AdverseSay-on-Pay Advisory Vote ☐ Our 2019 Say-on-Pay Advisory Vote In 2018, we failed to obtain shareholder approvalWe are pleased that over 92% of the votes cast on our say-on-pay advisory vote on executive compensation, with only 33% of our shareholders votingat the 2019 Annual Meeting were in favor of our advisoryexecutive compensation program.  The positive 2019 vote reflected shareholder’s approval of the significant changes we made in response to an adverse 2018 say-on-pay proposal. This result, vote.  We believe that the 2019 vote reflected strong shareholder support for the decisive action and program changes that the 49% favorable vote we received at the 2017 annual meeting, sent a strongBoard and unequivocal message to our Board of Directors, which understood that immediate action was necessaryCompensation Committee took to address specific shareholder concerns and restore shareholder confidence in our executive compensation program.  AfterThe Committee has continued to work diligently to ensure that our executive incentive compensation program is consistent with our philosophy, market best practices and the 2018 annual meeting,feedback we tookreceive from our shareholders.  The Committee will continue to monitor the following actions:results of the 2020 say-on-pay vote to ensure continued support for our incentive pay program among our shareholders.   ✓ ☐ Although the Board believed that the Compensation Committee acted diligently last year to exercise negative discretion to reduce 2017 pay to align with performance, the Board also recognized that a fresh look at our executive pay program was necessary. Immediately following the shareholder meeting, the Board changed the Compensation Committee by appointing a new Chair and two new members. ✓ As a first step, the new Committee rescinded, with fullbuy-in from the named executive officers, the short- and long-term incentive compensation plans that had been approved prior to the 2018 annual meeting and which reflected the design features of the prior program. ✓ The reconstituted Compensation Committee undertook an extensive analysis of the prior incentive pay program and carefully evaluated the specific concerns voiced by shareholders. The objective was to address these concerns directly while ensuring that any new executive pay program satisfied the Company’s business objectives and risk appetite. The Committee’s work occurred over asix-month period, beginning almost immediately after the 2018 annual meeting. During this period, the Committee, in conjunction with other key directors and key management personnel, engaged inin-depth shareholder outreach to obtain specific feedback on the reasons why thesay-on-pay vote did not receive shareholder support.    The Committee also analyzed 2018 proxy advisory group reports to identify and evaluate key concerns. SeeEngaging With Our Shareholdersbelow.   ✓ With input and guidance from Meridian Compensation Partners, LLC (“Meridian”), the Committee’s independent compensation consultant, the new Committee members reviewed the design of executive incentive compensation programs among our peer financial institutions and considered ways to incorporate best practices into the redesign of the Company’s executive compensation program. Page 23 EXECUTIVE COMPENSATION      ✓ The Committee carefully considered possible modifications to the executive incentive pay program with the goal of adopting new short- and long-term incentive plans that addressed the specific concerns which triggered the adversesay-on-pay votes. After significant deliberation, the Committee developed a new program that provides the Company with a mainstream approach to executive pay and which addresses the material concerns that contributed tosay-on-pay votes that fell far short the Company’s desired results. Ø Engaging With Our Shareholders Shareholder engagement is a continuous and year-round process for the Board and executive management.  Our dialogue with shareholders is a critical element in the evaluation of our executive compensation program.program and corporate governance practices.  We take the shareholder engagement process seriously, and take action based on such feedback.the feedback that we receive. We recognize that accountability to our shareholders is the cornerstone of sound corporate governance and essential to the attainment of our business objectives. Building on prior year outreach efforts and information we learned, our shareholder outreach process began in early 2020.  In support of the Compensation Committee’s ongoing efforts to address the newunderstand shareholder concerns relating to executive compensation, that were reflected in our recentsay-on-pay votes, Committee members, joined by other key Board members and key management personnel in the areas of investor relations, legal and human resources, spokemade contact with the representatives of shareholders representing over 35%23% of our outstanding shares, including 5our two largest institutional shareholders.   We anticipate that, following the mailing of our 10 largest shareholders.    Details of ourthis Proxy Statement, additional shareholder outreach process are provided underShareholder Outreachmeetings will be held.  During the same period, our CEO and Recent Initiatives beginning on page 6 above. The table below summarizes the specific feedback provided by shareholders and how we responded. Ø What Our Shareholders Told Us and How We Responded DiscussionsCFO met with shareholders through our 2018-2019 outreach processat 13 investment conferences and held 26 investor meetings in person or by teleconference.  In total, management met with 273 shareholders or prospective shareholders from 120 discrete institutions Page 23 executive compensation Our discussions provided the Committee with highly constructive feedback on specific concerns relating toconfirmation that shareholders considered the revision of our executive compensation program and shareholder feedback was an essential elementa reversal of the past practices that attracted criticism from both shareholders and proxy advisory firms. Our favorable 2019 say-on-pay vote and our engagement with shareholders in 2019 and 2020 provided strong support for the Committee’s evaluation of possible revisionsdecision to maintain the program. While many of therevised plans in 2020.  Although our shareholder outreach sessions ranged beyond executive payalso touched on topics related to topics that included the Company’s business and strategy, common themes relating to executive pay emerged from these discussions:   What We Heard From Shareholders   ✓ How We Addressed Shareholder Concerns Provide greater detailShareholders commented favorably on the scopeCompany’s changes to its executive incentive compensation programs that aligned with market and best practices.  Specifically, shareholders appreciated the elimination of certain features of the Company’s shareholder outreach effortsprior program, such as the exclusive use of relative metrics, the averaging of percentile rankings for relative performance results, and describe the specific nature of shareholder concerns.     ✓     This year’s proxy statement provides specific information on the scope of the Company’s shareholder outreach efforts and the specific feedback we received from shareholders on the concerns that triggered an adversesay-on-pay advisory vote. Eliminate certain features in the existing program that vary from peer and best practices, including the use of a “backward looking” performance period for long-term incentive awards, target payouts at median, and the method of calculating the aware.     ✓     In direct response to shareholder concerns, the new Compensation Committee rescinded the previously approved 2018 short- and long-term incentive plans and completely revamped the Company’s incentive compensation program to address specific shareholder feedback and to reflect the Committee’s consideration of peer group and best practices. The Committee changed the long-term incentive from a backward-looking performance period that contributed to a more typical forward-looking(3-year) performance period. In addition, the Committee raised the target payout for relative goals for both the short and long-term incentive programs to require 55th percentile performance rather than median performance. The new programs also eliminate the “averaging of the percentile rankings” feature of the prior short- and long-term incentive programs that had the unintentional effect of reducing thepay-performance alignment. For reasons discussed in greater detail below, the Committee implemented the new short-term incentive plan in 2018 but deferred implementation of the new long-term incentive plan to 2019. This resulted in no equity grants for any of the NEOs in 2018. Page 24 EXECUTIVE COMPENSATION      What We Heard From Shareholders How We Addressed Shareholder Concerns Develop plans that are formulaic and “self-executing,” i.e., ensure that the alignment of pay and performance is achieved through application of the selected financial metrics and award opportunities and does not require the Compensation Committee’s exercise of excessive negative discretion to achieve appropriate results. Shareholders expressed concern that the existing plans could produce maximum award opportunities in a year when the Company’s overall financial performance was weak, thereby, requiring the Committee to exercise significant negative discretion to improve the alignmentmisalignment of pay and performance.     ✓     The new✓ Shareholders encouraged the Committee to continue to monitor peer programs and industry best practices and adjust the program is designedas necessary to be more formulaic andensure consistency with these benchmarks.  After fully implementing the plans for the first time in 2019, the Committee maintained the revised plans in 2020 in the same format after discussions with the Committee’s independent consultant confirmed that the plans were still consistent with a mainstream approach to incentive plan design. The Committee will continue to monitor the plans in light of market trends and emerging best practice. The new incentive programs consist of performance metrics ✓ Shareholders commented favorably on the transition to a program that are weightedincorporated a transparent and assessed individually to create stronger accountability as well a requirementformulaic structure that all financial metricssubstantially eliminated the need to excel to result in a maximum payout. In addition,for the Committee introduced an absolute earnings metric to the short term incentive plan which was assigned the highest weighting to more directly reflect Company performance. The Committee also added a modifier to the short term incentive plan to adjust payouts based on the Company’s total shareholder return compared to peers and increased the threshold performance from 25th percentile to the 35th percentile. The Committee believes that these changes significantly reduce the possibility that the exercise of negative discretion will be necessaryintervene to achieve an appropriate alignment of pay and performance.  These changes are described in detail below.Shareholders noted that, by relying on weighted metrics and increased performance thresholds, the new program was more aligned with their pay-performance alignment goals.   ✓ Shareholders commented favorably on the use of metrics in the long-term incentive plan (the “LTIP”) that were significant to investors who take a long-term view of their investment in our stock. ✓ Shareholders commented favorably on the transition to the use of a 3-year, forward looking performance period for the LTIP. Review ✓ Shareholders commented favorably on the use of weighted metrics in the short-term incentive plan (the “STIP”) and the elimination of the “averaging of the percentile ranks” feature of the prior plan that tended to mask the effect of poor performance with respect to a particular metric.  Shareholders also favored the use of an absolute metric (pre-tax operating earnings) tied to the Company’s budget at a 50% weighting. ✓ Shareholders commented favorably on the adjustment of the target performance for relative metrics in both the STIP and LTIP to the 55th percentile and the increase in the threshold performance level to the 35th percentile. ✓ Shareholders advised the Committee to review the Company’s designated peer group forto ensure consistency with the Company’s size geography and business model.     ✓     The  Based on this guidance, the Committee expanded the 2018 peer group by four institutions to include 21 companies, and continue to position the Company near the median ofrevised the peer group to exclude three institutions (Fifth Third Bancorp, Citizens Financial Group, and Northern Trust Corp.) that had been singled out by asset size. Two of the new peer group members—Sterling Bancorp and BankUnited – represent the addition of companies that operateshareholders as possibly not suitable candidates for inclusion in the Company’s principal markets. The Committee is continuing to reviewpeer group.  Shareholders also suggested that the disclosure reflect in more detail the reasons why certain companies were selected for inclusion in the peer group or excluded (which we address under Benchmarking and will likely make further adjustments in 2019 by excluding companies with business models that differ in one or more material aspects from the Company’s business model or which have increased in size to a point where they distort the peer group range.Peer Group Analysis beginning on page 30).   Continue to monitor NEO compensation levels to confirm appropriate positioning relative to peers ✓ TheShareholders encouraged the Committee continues to monitor the positioning of NEO pay levels relative to similarly situated executives at peer institutions.  The Committee continued to hold NEO base salaries flat and will continue to review the positioning of overall NEO compensation relative to peers and our performance. With base salaries remaining flat over a multi-year period and significant year-over-year declines in total compensation,as the Committee believes 2018 pay levels andevaluates the newimpact of full implementation of the revised NEO incentive compensation programs going forward in 2019 will further align pay and performanceplans.   ✓ Shareholders also recommended that the disclosure regarding the Company’s business strategies and business advantages be expanded to provide more detail on their implementation. Ø Reinventing ☐ 2019 Company Performance We believe shareholders should continue to benefit from the fundamental soundness of our business model as reflected in the following factors: Page 24 executive compensation We are among the largest bank holding companies with total assets of $53.6 billion in assets, $41.7 billion in loans ($31.2 billion in multi-family loans) and total deposits of $31.7 billion. Our Executive Incentive Compensation Programasset quality in any credit cycle has consistently outperformed our peers with very few non-performing loans resulting in actual losses. We maintain a strong capital position. We successfully implemented broad cost-cutting initiatives in 2018 and 2019 and maintain an efficiency ratio that places us in the top ranks among of our peers. Our loan mix has remained consistent, and we have maintained our status as a market leader in multi-family lending to non-luxury, rent regulated properties. Our approach to credit underwriting is conservative in all respects, and our experienced Board members are actively involved in the evaluation and approval of loans. Our multi-family portfolio is well insulated from recent changes in New York rent regulations laws. Our loan-to-value ratio on these properties remains high and our lending policy focuses on current, rather than projected, cash flows. We have successfully extended our lending activity into commercial real estate and specialty lending with significant year-over-year growth in both areas. In 2019 and continuing into 2020, we emphasized the continuation of our core business strategies, focusing on the factors that we can control to create future earnings growth: We resumed asset growth immediately after the passage of legislation that raised the Dodd-Frank asset threshold for a “systemically important financial institution” (“SIFI”) from $50 to $250 billion, and we continue to benefit from the new rules as we continue to reduce the significant compliance costs we were incurring to prepare for meeting SIFI requirements. We believe that the Company will benefit from significant repricing opportunities for loans, deposits and wholesale borrowings. We are maintaining a focus on expense containment, and we expect our efficiency ratio will continue to improve through operating leverage. We remain committed to a strategy that allows us to grow through accretive transactions and enhance long-term shareholder value. Page 25 executive compensation ☐ Selected 2019 Financial Benchmarks $53.6 Billion   $31.7 Billion   $362 Million   35% Assets   Deposits   Net Income Available to Common Shareholders   Specialty Finance Loan Growth               $0.77   0.80%   9.70%   49.08% EPS (Fully Diluted)   ROATA   ROATCE   Efficiency Ratio               $41.7 Billion   -6.5%   11.22%   0.15% Loans Held for Investment   Decline in Non-Interest Expense   Tier 1 Risk-Based Capital   Non-Performing Loans/Total Loans ☐ 2019 Executive Compensation Highlights In 2019, the NEOs received awards under both the revised STIP and LTIP.  The Compensation Committee’s processCommittee had authorized significant revisions to both the STIP and the LTIP in the latter part of 2018.   While payouts for the 2018 performance year were made under the new STIP, the Committee deferred implementation of the new LTIP to 2019 (i.e., no equity grants were made in 2018).  The delay reflected the consensus view of the Committee and management that deferring implementation of the new LTIP to 2019 was in the best interests of the Company and its shareholders.  As a result, the first grant under the new LTIP was made in 2019.  The 2019 LTIP awards resulted in a comprehensive overhaulsignificant increase in year-over-year total direct compensation (base salary + cash incentives + equity incentives) for our CEO and our other NEOs.  However, shareholders should consider this increase with reference to the fact that our CEO and other NEOs did not receive any equity-based compensation in 2018 and, as described more fully below, the largest share of our prior executive incentive compensation program. the LTIP award (75%) is purely performance-based and actual awards, if any, will not be determined until after the close of the 2019-2021 performance period. The Committee believescontinues to believe that the redesignednew incentive pay program addressesprograms addressed the material concerns that we heard from our investors while continuing to meet the basic objectives of our compensation philosophy.  TheMoreover, the Committee believes that that the new program provides a sound basis for rewarding our key executivessenior management team and will effectively alignaligns pay and performance without relying on the Committee’s exercise of negative discretion.discretion to reach appropriate results. The new short-term incentive plan, as described below, was effective for the 2018 performance period and our named executive officers received awards under the terms Below is a summary of the new plan. See2018 Performance Results andShort-Term Incentive Award Determinations below for specific information on 2018 short-term incentive awards under the revised plan. The Committee, after consultation with management, did not award the 2018 LTI grant, which would have been based on performance 2016 – 2018 and deferred implementation of the newly revised long-term incentive plan until 2019. As a result, no equity grants were made to NEOs in 2018.    This decision was based, at least in part, on the Committee’s desire to respond to shareholder feedback as well as a determination that implementing the new program in 2018 for the 2018-2020 performance period would, under the applicable expense accrual rules, result in significant cost for the Company at a time when we were successfully meeting the goals of our Company-wide expense reduction initiative.    The Committee also considered the fact that the first year of a possible 2018-2020 performance period was largely completed by the time the Committee reached a consensus on the design of the revised long-term plan. Accordingly, the Committee determined that it would be in the best interests of the Company and its shareholders to2019 pay decisions:   Page 25 EXECUTIVE COMPENSATION      defer implementation of the new plan resulting in our named executive officers not receiving long-term incentive awards in 2018. The Committee will make awards under the revised long-term incentive plan (as described below) in 2019 for the performance period 2019-2021. The table below provides an overview of key elements of the revised short- and long-term incentive plans: Revised Short-Term Incentive Plan (2018 and 2019)   ✓ Revised Long-Term Incentive Plan (2019) Form of Award ✓  Cash incentive opportunity determined as a percentage of base salary after applying performance criteria. ✓  (75%) of LTI grant will consist of Performance-Based Restricted Stock Units (“PRSUs”) where actual award vesting will be determined based on performance at the end of the3-year period and settled in fully vested shares of stock. ✓  (25%) of the LTI grant will consist of Time-Based Restricted Stock which will be granted at the time the Committee establishes the performance period for the PRSU awards and vest over 3 years. ✓  The Committee determined that the inclusion of a relatively modest time-based vested component in the new plan is consistent with the approach used by many peer companies, that the time-based award would ease the transition from the prior “backward” looking performance plan that settled awards solely in time-based vested restricted stock and that time-based restricted stock would provide a retention incentive for key personnel. Performance Period ✓  Calendar year ✓  For the PRSUs, a three-year forward-looking performance period. The first performance period is expected to be 2019-2021 with award determinations made in early 2022. ✓  For Time-Based Restricted Stock, three-year vesting in equal installments and otherwise subject to the terms of the Company’s 2012 Stock Incentive Plan. Award Opportunities ✓  For the CEO, 125% of base salary at target ✓  For other NEOs,70-90% of base salary at target ✓  Threshold award is 50% of target ✓  Maximum award is 150% of target ✓  For the PRSUs award opportunities are as follows: •   CEO, 150% of base salary at target •   For other NEOs,75-93.5% of base salary at target •   Threshold award is 50% of target •   Maximum award is 150% of target Performance Metrics ✓  Board-approvedpre-tax operating earnings based on Company’s annual internal budget target (50% weight). ✓  Relative Return on Average Tangible Equity (“ROATA)” (25% weight). ✓  Relative Efficiency Ratio (25% weight). ✓  After the aggregate award, if any, is determined by reference to Company performance against the designated metrics, a1-Year Total Shareholder Return (“TSR”) Modifier is applied to adjust the award downward (by 20%) if Company TSR is below the 35th percentile of peer group TSR and upward (by 20%) if the Company’s1-year TSR is above the 75th percentile of peer group TSR. There is no positive adjustment if1-year Company TSR is negative, regardless of peer results. ✓  See 2018 Short-Term Incentive Plan Performance Metrics, below for a discussion of how the Company defines each short-term plan metric. ForPerformance-Based Restricted Stock: ✓  Relative Return on Average Tangible Common Equity (“ROATCE”) (50% weight). ✓  Relative Earnings Per Share (“EPS”) growth (50% weight). ✓  With respect to both metrics, Company performance is evaluated at the end of the three-year performance period relative to an Industry Index consisting of 31 banks with assets between $25 billion-$250 billion selected from the KBW Regional Bank Index and the KBW Banking Index. ✓  ROATCE is defined as net income available to common shares (adjusted for amortization of intangibles and goodwill impairment) as a percentage of average tangible common equity. Awards are determined at the end of the performance period by reference to the Company’s percentile rank with respect to ROATCE relative to the index group. ✓  EPS growth is measured as the compound annual3-year EPS growth rate. Awards are determined at the end of the performance period by reference to the Company’s percentile rank with respect to EPS growth relative to the index group. Page 26 EXECUTIVE COMPENSATION      Revised Short-Term Incentive Plan (2018 and 2019) Revised Long-Term Incentive Plan (2019) Evaluation of Company Performance ✓  Forpre-tax operating earnings, target performance is set at the budget as approved by the Board of Directors; the threshold is 90% of target and the maximum is 110% of target. ✓  For the relative metrics (ROATA and Efficiency Ratio), target performance is set at the 55th percentile of the compensation peer group to ensure that the target payout requires the Company to exceed median performance at target; threshold is the 35th percentile of the peer group and the maximum is the 75th percentile. Under the prior plan, target was set at the 50th percentile and threshold was set at the 25th percentile. The Committee believed that an increased threshold level would set a more appropriate performance objective in the context of a relative metric. ✓  The peer group for the two relative metrics is the Company’s 2018 compensation peer group of 21 companies that were selected on the basis of size, geography and/or business model. ✓  Target performance is set at the 55th percentile of an Industry Index to ensure that target payout requires the Company to outperform the median of the Index; threshold is the 35th percentile of the Index banks and maximum is the 75th percentile of the Index. Under the prior plan, the target was set at the 50th percentile of the same compensation peer group used for the prior short-term plan and the threshold was set at the 25th percentile of the peer group. The Committee believed that an increased threshold level would set a more appropriate performance objective in the context of a relative metric. Possible Adjustments ✓  Pre-tax operating earnings is subject to adjustment for extraordinary items, accounting and tax law changes, discontinued operations, acquisition expenses, balance sheet restructuring charges and/or similarnon-recurring or special items. ✓  Relative ROATA and Relative Efficiency Ratio are not subject to adjustment for extraordinary ornon-recurring items given the difficulty inherent in assessing possible adjustments for peer group members. ✓  If, at the end of the performance period, a bank included in the index is not a public company or is acquired, the bank will be removed from the index for the entire performance period and the percentile results will be calculated accordingly. Additional Considerations ✓  Each metric has a separate weighting and the result for each metric contributes separately to the actual award, if any. The “averaging of the percentile ranks” feature of the prior plan has been eliminated so a weak ranking for one metric cannot be averaged with a high ranking for another metric with the potential for distorting performance results. ✓  The Committee retained two relative metrics in the new short-term plan that were also included in the prior plan, ROATA and Efficiency Ratio This decision reflected the Committee’s determination that the two metrics remain significant measures of the Company’s performance, that evaluating these metrics on a relative basis would provide a sound assessment of Company performance in the context of changing business conditions that affect the peer group generally and that, considering the design of the new plan as a whole, the separate weighting of the metrics and the use of a TSR modifier would provide a balanced assessment of Company performance. ✓  Each performance metric has a separate weighting and the result for each metric contributes separately to the actual award, if any. The “averaging of the percentile ranks” feature of the prior plan has been eliminated so a weak ranking for one metric cannot be averaged with a high ranking for another metric and, thereby, distort results. ✓  The component of the total award granted in the form time-based vested restricted stock is fixed on the grant date at 25% of the target level of the total award opportunity and does not adjust by reference to other factors. Page 27 EXECUTIVE COMPENSATION      Ø 2018 Company Performance Our 2018 results reflected the difficulties of operating in a highly competitive environment and in a closely regulated sector where the costs of compliance are significant. We also felt the continuing effects of managing our business to stay below the regulatory threshold for systematically important financial institutions (“SIFI”). Moreover, our results and our stock price were adversely affected by Federal Reserve Board action on interest rates. However, we encourage shareholders to remain focused on the fundamental soundness of our business and the positive trends that will determine our future prospects. The highlights of our 2018 performance include the following: The burden of regulation and the associated costs of compliance were eased by legislative relief from significant Dodd-Frank Act restrictions, including an increase in the threshold for banking companies to be classified as SIFI to $250 billion. The change in the SIFI threshold allowed us to return to organic growth after several years of managing our business to stay below the former $50 billion SIFI threshold. Our assets grew to $51.9 billion by the end of 2018. We maintained a leading position in our primary markets as a lender oflow-risk multi-family loans onnon-luxury, rent-controlled buildings. Loan growth expanded by five percent in 2018 with total loans held for investment exceeding $40 billion, and we expect this trend to continue in 2019. We initiated a highly successful expense reduction effort that exceeded our internal goals, and we expect this continuing initiative to generate additional savings in 2019. We were successful in our campaign to grow deposits organically with a $1.7 billion or six percent increase in total deposits. We redeployed over $2 billion in cash into higher yielding securities. Asset quality remained stellar, and our asset quality metrics continue to place us in the front rank of our peers and the industry generally. We announced a $300 million common stock repurchase program and, by year end, we had completed about half of the projected repurchase. We merged our commercial bank subsidiary into New York Community Bank, a move that will result in cost savings and create efficiencies through the consolidation of our lending activities on a single platform. We continued to grow our specialty finance lending business. Ø Selected 2018 Financial Benchmarks   $51.9 Billion     $30.8 Billion   $390 Million   17 Million   Assets              Deposits            Net Income Available to Shareholders     4th Quarter 2018 Share Repurchase          $0.79     0.88%     6.20%     48.70%     EPS (Fully Diluted)     ROATA     ROACE     Efficiency Ratio          $40.2 Billion     -15%     10.55%     0.11%     Loans Held for Investment     Decline in Non-Interest Expense     Common Equity Tier 1 Capital            Non-Performing Loans/Total Loans   Page 28 EXECUTIVE COMPENSATION      Ø 2018 Executive Compensation Highlights 2018 was a watershed year for the evolution of our executive pay program. As noted above, the membership of the Compensation Committee changed after the 2018 annual meeting, and the new Committee dedicated the balance of 2018 to the redesign of our executive incentive compensation program to address the specific shareholders concerns that resulted in an adversesay-on-pay vote. As a result, 2018 was an atypical year, both with respect to the Committee’s activity and the specific compensation decisions for our NEOs. ✓ No Change to Base Salaries The Compensation Committee reviewed the base salaries of our CEO and the other NEOs in March 2018 and March 2019 and did not authorize any adjustments.  The Committee determined that current base salaries were consistent with the objectives of our compensation philosophy and were appropriately positioned relative to peers and as a driver of award opportunities under the executive incentive pay program.  Our CEO’s base pay has not changed since 2015 and the other NEOs have not received base pay increases since 2016.     ✓ Short-Term Incentive✓ STIP Awards Made BelowSlightly Above Target Our NEOs received awards under the revised short-term incentive plan (as described above)STIP at 37%106.44% of the target level.  This award reflected the Company’s performance under the new program design taking into account the weighted value of the three applicable metrics - absolutemetrics: (i) actual performance relative to the Company’s budgeted pre-tax operating earnings (50%) weighting), (ii) return on average tangible assets (“ROATA”) relative ROATAto the Company’s designated peer group (25%) weighting), and Relative Efficiency Ratio(iii) efficiency ratio relative to the Company’s designated peer group (25%) weighting).  The TSR modifier was not triggered asCompany exceeded the target level for budgeted pre-tax operating earnings (102.31% of target) and the Company’s1-year TSR efficiency ratio was at the 3890th percentile of the peer group.  For the 2019 measurement period, the Company’s ROATA fell below the threshold level relative to the peer group and, notably,therefore, this metric Page 26 executive compensation did not contribute to the Company and alltotal award.  In response to shareholder feedback, the program also incorporated a modifier based on relative total shareholder return (“TSR”).  The modifier triggers a 20% reduction in awards if the Company’s 1-year TSR falls below the 35th percentile of the peer group institutions, with one exception, showed negativeand a 20% increase in awards if the Company’s 1-year TSR falls above the 751-yearth TSR. percentile of the peer group.  Before taking the TSR adjustment into account, the award determined by reference to the three weighted metrics was at 88.7% of target. The Committee did not exercise negative discretionCompany’s 2019 TSR was at the 90th percentile of the peer group, resulting in an upward 20% adjustment of the determinationaward to 106.44% of awards.target.  For a detailed discussion of award determinations under the 2018 short-term incentive compensation program,2019 STIP, seeOverview of our Incentive Compensation Program below and the Executive Compensation Tables – Summary Compensation Table and the related tables that provide specific information on awards. ✓ Revised LTIP Was Implemented in 2019 (75% Performance-Based Shares / 25% Restricted Stock) As a result of the deferred implementation of the LTIP, the NEOs did not receive equity-based awards in 2018.  In 2019, the revised LTIP was implemented and the NEOs received awards under each of the two components of the program: (i) an time-based vested restricted stock award (“RSA”) with a value equal to 25% of each NEO’s total LTIP opportunity at target and (ii) an award of performance-based restricted stock units (“PBRSUs”) with a value equal to 75% of each NEO’s total LTIP opportunity at target.  The number of units at target was determined on the grant date (April 29, 2019) based on closing price of the Common Stock ($11.42) and will vest in early 2022 based on the Company’s results over three-year performance period (2019 – 2021).   The Committee selected two metrics -- relative average return on tangible common equity (“ROATCE”) and relative earnings per share (“EPS”) growth – for the 2019-2021 performance period.  The Company’s performance with respect to these metrics will be evaluated at the end of the three-year performance period on a percentile ranking basis relative to an industry index consisting of 31 banks with assets between $25 billion - $250 billion selected from the KBW Regional Bank Index and the KBW Banking Index.  Each performance metric has an equal weighting and the result for each metric contributes separately to the determination of the actual award, if any, at the end of the performance period.   The Committee also granted dividend equivalent unit awards in tandem with the PBRSUs but specified that dividend equivalents would only be paid when actual awards are determined after the end of the performance period and then only to the extent the related PBRSUs are earned.   For a detailed discussion of award determinations under the 2019 LTIP, see Overview of our Incentive Compensation Program below and the Executive Compensation Tables – Summary Compensation Table and the related tables that provide specific information on awards.   B. The Business context and governance framework for our compensation decisions ✓ ☐ No Long-Term Incentive AwardsOur Business Model and Approach to Driving Shareholder Value As discussed earlier, following the adversesay-on-pay vote at the 2018 annual meeting, the Committee rescinded the prior long-term incentive plan approved in March 2018. Although the Committee approved a new long-term incentive plan late in 2018, implementation of the new LTI program was deferred until 2019. Accordingly, our NEOs did not receive a 2018 long-term incentive award. This result reflected a consensus view of the Committee that deferring implementation of the new long-term plan was in the best interests of the Company and its shareholders. The Committee also considered the fact that the NEOs hold substantial unvested restricted stock related to prior awards and, therefore, aone-year “pause” on the grant of long-term incentive awards would not be a factor in the retention of key executives.   ✓ Aligning Pay and Performance The principal objective of the Compensation Committee’s actions in 2018 was to address shareholder concerns that the prior incentive compensation program was not structured to achieve an appropriate alignment of pay and performance by the means that are standard for the Company’s peers. While recognizing the high level of each executive’s individual performance and their significant contributions to the implementation of the Company’s strategic plan, 2018 executive pay decisions reflected a recognition of shareholders concerns and the reality of the Company’s financial performance and the market’s assessment of our stock. An indicator of the impact of the Committee’s actions is the effect on each executive’s 2018 total direct compensation (“TDC”) (the sum of base salary, short-term incentive compensation and long-term incentive compensation), and the positioning of TDC for the Company’s senior executives relative to executives in similar positions at peer institutions.    The Committee’s determinations on incentive pay positioned TDC for our named executive officers at or near the bottom of the peer group based on proxy information available at the time this proxy statement was filed. Considering 2017 vs. 2018, TDC decreased by 52% for our CEO and, on average, by 40% for our other NEOs. B. THE BUSINESS CONTEXT AND GOVERNANCE FRAMEWORK FOR OUR COMPENSATION DECISIONS Ø Our Business Model and Approach to Driving Shareholder Value We have historically built value for shareholders by executing on a unique business model that has provided consistently superior results over the long-term. The strength of our business model has enabled us to weather periods of economic downturn with greater success than our peers and to benefit from periods of economic expansion. The performance metrics we use to drive our incentive compensation programs encourage behavior that supports our business model.   • ✓ Building shareholder value – We have built long-term value for our shareholders with our growth through acquisition strategy and by maintaining the strength of our core business over decades.  The total return on an investment in our stock since December 31, 1999 is 4,281%.  Our business model has been enhanced by a history of accretive transactions that reflect the capacity of our management team to identify sound acquisition candidates and our capacity to achieve a successful integration of each transaction.   Page 29 EXECUTIVE COMPENSATION        ✓ • Maintaining leadership in our core business niche– We have been a leader in the New York City multi-family lending market for more than 5040 years.  Our expertise in lending to borrowers in the non-luxury building/rent-regulated segment in the New York Metro area is unmatched in the industry.   Nearly 78% of our loans are in the New York market and, in 2019, we maintained an average loan to value of 53.17% on loans we made to owners of rent-regulated properties in the New York market.   • ✓ Maintaining exceptional asset quality – Through conservative underwriting and operating standards, we have maintained exceptionally strong asset quality to ensure that our core sources of income will remain healthy through the long term. Even during challenging credit cycles, our asset quality measures remains exceptionally strong and better than those of our peers.   Since our 1993 initial public offering, our cumulative loan losses stand Page 27 executive compensation   • at 104 basis points as compared to  the banks in the broader SNL Bank and Thrift Index at 2,345 basis points.  The trend in 2019 was consistent with our past performance.   ✓ Holding the line on expenses – We consistently rank in the top tier of bank holding companies based on efficiency.  Our management team has moved aggressively to reduce expenses over the last two years.  After achieving significant expense cuts in 2018 ($95 million), management was able to reduce expenses by an additional $35 million in 2019.   • ✓ Growing depositsour business in a competitive market –  We grow deposits with successful retail and institutional deposit campaigns.have successfully extended our expertise in the multi-family space into commercial real estate lending while sustaining our history of minimal to no net charge-offs.  Our specialty finance lending has experienced a compound annual growth rate of 34% since 2014 when we expanded the Company’s lending mix to include this asset class.   Our net charge-offs on specialty finance loans have remained at $0 since we entered the business.   • ✓ Maintaining our capital strength – Recognizing the importance of capital strength to our regulators and investors, our efforts to ensure low credit losses have enabled us to maintain strong earnings and capital.  By all measures, our capital position compares favorably to our peers and to the banks included in the broader SNL Bank and Thrift Index   • ✓ Managing risk to preserve the value of our business –business. We operate our business within the limits of our risk appetite and support the mitigation of risk by creating a business environment that focuses on the maintenance of effective controls and sound governance.  A measure of the success of our efforts to manage risk is reflected in our highly favorable asset quality metrics. Ø Our Compensation Philosophy ☐ Our Compensation Philosophy Our approach to executive compensation is reflected in five guiding principles:   Ø Our executive compensation program should be designed to support✓ Support our strategic objectives and drive the creation of shareholder value through the attainment of positive business results.   Ø Our executive compensation program should place✓ Place a significant portion of each executive’s total compensation at risk based on the Company’s short- and long-term performance on an absolute basis and relative to our peers.   Ø Our executive compensation program should be✓ Be competitive in the market for executive talent and provide a means for the Company to attract and retain key executives.   Ø Our executive compensation program should align✓ Align the interests of our executives with our shareholders by providing our executives with a meaningful equity stake in the Company.   Ø Our executive compensation program should not✓ Not provide incentives for our executives to take unnecessary or excessive risks that could compromise the value of our business. Ø The Governance Framework for Our Executive Compensation Program Page 28 executive compensation ☐ The Governance Framework for Our Executive Compensation Program All decisions on executive compensation are made within the context of a strong governance framework that helps ensure that the outcome is consistent with our compensation philosophy, the creation of shareholder value, and the safety and soundness of our banking operations. To that end, we use the following principles to guide the development and implementation of our executive compensation program:   Ø ✓ We make all key executive compensation decisions and all decisions affecting our NEOs through a committee of independent directors, and the Committeecommittee seeks advice from an independent compensation consultant on key executive compensation matters.   Ø ✓ We engage in shareholder outreach at the Board and management levels to help us evaluate our governance structure and executive compensation program.   Ø ✓ We require a strong ownership commitment from our officers and directors. Our executives hold a significant equity interest in the Company, reflecting levels greatly in excess of our stock ownership guidelinesguidelines.   Ø ✓ We have a “clawback” policy that allows us to recapture amounts paid on the basis of financial results in the event that such results are found to be materially misstated.  To support this policy, our long-term incentive awards are subject to a five-year vesting period after grant.   Page 30 EXECUTIVE COMPENSATION        ✓ Ø We do not allow our executives to hedge or pledge Company stock.(One pledge obligation that was in effect prior to our adoption of a formal no hedging/no pledging policy in April 2016 was grandfathered from this prohibition.)   Ø ✓ We do not allow “single trigger” payouts under our employment andchange-in-control agreements.   Ø ✓ We do nothave eliminated a legacy commitment to provide our NEOs with tax reimbursement payments to any named executive officercovering income they realize upon the vesting of restricted stock awards.   This Committee ended this practice with respect to the income they realize from the vesting of equity awards granted for performance periods beginning after 2014.  In prior years, the Company provided tax reimbursement payments to the named executive officersNEOs to encourage their retention of all stock granted under the Company’s long-term incentive program.programs.  Beginning with the 2015 performance period, the Company discontinued this practice prospectively with respect to all newly granted equity awards.  Awards grantedThe final reimbursement payment was made in March 2016 covering the 2015 performance period all of which continue to vest under their five year vesting schedule, and all subsequently granted awards are ineligible to receive tax reimbursement payments.No reimbursement payments will be made after March 2020 following the vesting of the last installment of an award granted in March 2015 for the 2014 performance period.   Ø ✓ We do not allow stock option repricing without shareholder approval. C.  OUR EXECUTIVE COMPENSATION DECISION MAKING PROCESS Ø Key ParticipantsOur Executive Compensation Decision Making Process   ☐ ➣ Key Participants ☐ The Compensation Committee Our Compensation Committee, all the members of which all of which are independent directors under current NYSE listing standards, makes decisions on the compensation of our key executives, including our NEOs. This responsibility is discharged within the framework of a formal committee charter, which delegates a wide range of strategic and administrative issues to the Committee. Key among the Committee’s tasks is the development of, and monitoring of adherence to, the Company’s executive compensation philosophy. In addition, the Committee is responsible for ensuring that our plans and programs comply with all regulatory directives, including consideration of the risk profile of our compensation programs to ensure that such programs do not encourage unnecessary risk taking by participants. Finally, the Committee is charged with the annual administration of our executive incentive programs, including the development of plan design, the selection of performance metrics, the designation of specific performance goals and award opportunities, and the certification of performance results. SeeBoard Committees – TheCommittees-The Compensation Committee for a detailed discussion of the Committee’s responsibilities and membership. The Compensation Committee’s charter is posted on the corporate governance pages within the Investor Relations portion of our website atwww.myNYCB.com. As noted above, the Committee underwent a change in membership following the 2018 annual meeting. Taking this change into account, and the fact that the new Committee was tasked with a revision of the executive incentive compensation program, the The Committee met elevenseven times in 2018,2019, each time including discussions in executive session without management present. Page 29 executive compensation The Committee reviews the compensation of each NEO annually to evaluate whether the executive’s pay level is consistent with our compensation philosophy, risk profile, and the performance of both the Company and the individual, and whether market practices dictate an adjustment in the form or level of the executive’s compensation. As part of this annual review, the Committee considers the executive’s individual contributions to the financial success of the Company, management of subordinates, contribution to safety and soundness objectives, and their long-term potential as a senior executive. The Committee does not delegate any substantive responsibilities related to the determination of compensation for our NEOs, and the Committee members exercise their independent judgment when they make executive compensation decisions.   ☐ Our CEO Although the Compensation Committee makes independent determinations on all matters related to compensation of the NEOs, the CEO provides the Committee with his evaluation of the NEOs’ performance and makes recommendations regarding base salary and incentive compensation awards. However, the Committee has absolute discretion to accept, reject, or modify the CEO’s recommendations. Our CEO plays no role in, and is not present during, discussions regarding his own compensation or final decisions of the Committee regarding compensation of the other NEOs.   Page 31 ☐ EXECUTIVE COMPENSATION      ☐ The Independent Compensation Consultant The Compensation Committee has retained Meridian Compensation Partners LLC (“Meridian”) as an independent compensation consultant. Meridian works with the Committee to review our executive compensation program and assess our program relative to our performance and the market. Meridian attends Committee meetings as requested and participates in general discussions regarding executive compensation matters. While the Committee considers input from Meridian, the Committee’s decisions are a reflection of many factors and considerations. Management works with Meridian at the direction of the Committee to develop materials and analyses that are critical to the Committee’s evaluations and determinations. Such materials include competitive market assessments of NEO compensation and guidance on regulatory and legal developments. Meridian also helps the Committee to identify an appropriate peer group and annually provides the Committee with comparative financial information for the peer group to establish and approve award levels under the Company’s incentive compensation program. Meridian coordinates with the Chair of the Committee and participates with members of the Committee in executive session (without management personnel present) to discuss compensation matters. Meridian does not provide other services to the Company and has no direct or indirect business relationships with the Company or its affiliates. The Compensation Committee has considered Meridian’s independence for the 20182019 fiscal year and whether its work raised conflicts of interest under the NYSE listing standards. Considering these factors, the Committee determined that the work performed by Meridian did not create any conflict of interest and that Meridian is independent of the Company’s management. Ø Benchmarking and Peer Group Analysis ☐ Benchmarking and Peer Group Analysis A critical element of our compensation philosophy, and a key reference point for compensation decisions for our executives, is the analysis of our executive compensation structure and financial performance relative to a peer group of similarly sized, publicly traded financial institutions. We seek to ensure proper alignment between our performance and compensation relative to our peers, and to attract and retain top talent, by providing competitive and appropriate compensation. To monitor our programs and decisions, we periodically benchmark our performance against that of our peers to assess the reasonableness of our compensation, ensure properpay-for-performance alignment, and to establish total compensation opportunities for our named executive officers. Our peer group is selected with the assistance of our independent compensation consultant based on objective criteria. We consider a variety of factors such as their business footprint, business mix, how they compare to the Company in terms of asset size, revenue, market capitalization, and their status as a competitor for customers, executive talent, and investment capital.  We believe the 20 banks included in the 2019 peer group all reflect the Committee’s consideration of these factors.  As a general matter, the three most significant characteristics that determined the selection of our 2019 peer group were asset size, business mix, and market capitalization.  In addition to meeting the foregoing criteria, certain peer banks, including BankUnited, M&T Bank Corp., Peoples United Financial, Inc., Popular, Inc., Signature Bank, Sterling Bancorp, Inc. and Valley National Bancorp, are direct competitors in our markets and, therefore, were deemed essential to the peer group.   The peer group is reviewed annually and changes periodically as a result of the Company’s growth, industry consolidation, and changes in a peer company’s business focus or condition. The 20182019 peer group had a median asset size of approximately $44$39.4 billion, positioning the Company at the 53rd69th percentile.  FourTwo companies were added to the 20182019 peer group – First HorizonValley National Corporation, F.N.B. Corporation, BankUnitedBancorp and Sterling Bancorp.Wintrust Financial Corporation.  These additions reflected several considerations, including the growth of these companies into the asset range of the Company’s peer group criteria and, with respectcriteria.  In direct response to BankUnited and Sterling Bancorp, presencefeedback expressed during our shareholder engagement process, three companies that were included in the Company’s principal markets.2018 peer group – Page 30 executive compensation Citizens Financial Group, Inc., Fifth Third Bancorp, and Northern Trust Corporation -- were excluded from the 2019 peer group on the basis of their larger size relative to the Company and, in the case of Northern Trust, differences in business model.  Several other banks that match up well with the Company in asset size, such as SVB Financial Group and CIT group, Inc., were excluded from the peer group due to significant differences in their business model.  In addition, nine banks in the asset range from $20-30 billion were excluded based on their smaller size relative to the Company. The 2018Committee will continue to assess the universe of banks to evaluate possible candidates for inclusion in the peer group. The 2019 peer group included the following 2120 financial institutions:   Associated Banc-Corp BankUnitedBank United BOK Financial Corp. Comerica Incorporated Citizens Financial Group, Inc. Cullen/Frost Bankers, Inc. Fifth Third Bancorp First Citizens Bancshares, Inc. First Horizon National Corporation F.N.B. Corporation Huntington Bancshares Inc. KeyCorp KeyCorp M&T Bank Corp. Northern Trust Corp. Peoples United Financial, Inc. Popular, Inc. Regions Financial Corporation Signature Bank Sterling Bancorp Synovus Financial Corp. Valley National Bancorp Wintrust Financial Corporation Zions Bancorporation Ø Executive Performance Assessments ➢ Executive Performance Assessments Our NEOs receive annual individual performance assessments following a process established by the Compensation Committee.  Our CEO provides the Committee with an assessment of the other NEOs, and the Committee, in turn, provides our CEO with an assessment of his performance and considers the CEO’s evaluation of his direct reports.  While the scope of the assessment may vary from year to year, the focus of the Committee’s review is on whether the executive is meeting the functional responsibilities of the position, oversight of regulatory compliance, progress toward Page 32 EXECUTIVE COMPENSATION      strategic objectives, leadership and management of external relationships. The annual performance assessments are integral to the Company’s incentive compensation program, providing the Committee with a separate basis for considering whether to exercise negative discretion when making annual awards. D.  Elements of Compensation D. ELEMENTS OF COMPENSATION➣Introduction Ø Introduction Our NEOs participate in a competitive compensation program that emphasizes pay for performance and the creation of shareholder value. The elements of our program, the specific objectives for each element, and a summary of how we implemented each element in 20182019 are summarized in the table below:     Compensation Element Objective Implementation Compensation Element Objective Implementation Base Salary ✓ Provides each executive with fixed compensation that reflects the executive’s position and responsibilities, market dynamics and our overall pay structure. Base salary is subject to annual review in March of each year based on the Compensation Committee’s assessment of the executive’s individual performance during the prior year, a review of peer group practices and consideration of the impact of base salary levels on incentive compensation opportunities. Short-Term Incentives ✓ Provide a cash-based, market-competitive annual award opportunity linked to financial measures that are important to our business model. As noted above, The 2019 STIP was linked to three weighted financial metrics with the greatest weight (50%) tied to meeting a specific Company earnings goal.  The other metrics measured the Company’s performance relative to our peer group.  Awards were subject to adjustment in limited circumstances based on the Company’s relative 2019 TSR.  See 2019 Executive Compensation Committee implemented a new short-term incentiveDecisions below for additional information on the structure of, and results under, the 2019 STIP.   Page 31 executive compensation program in 2018 to address shareholders concerns reflected in the adverse vote on our advisorysay-on-pay proposal at the 2018 annual meeting. Compensation Element Objective Implementation Long-Term Incentives ✓ Provide an incentive for our executives to create shareholder value over the long term through equity awards. The Committee approved a revised long-term incentive plan to address shareholders concerns reflected in the adverse vote on our advisory ✓say-on-pay proposal at the 2018 annual meeting. However, as noted above, implementation of the new plan was deferred to 2019. ✓ Align the interests of our executives with shareholders by awarding equity in the Company. The 2019 LTIP included two components: (i) a grant of time-based vested restricted stock with a value equal to 25% of each NEO’s target award opportunity under the LTIP and (ii) a grant of PBRSUs equal to 75% of the target award opportunity to be earned over the 2019-2021 performance period.  For the PBRSU grant, the Committee established two metrics -- 3-year EPS growth and 3-year ROATCE – to evaluate the Company’s performance relative to an industry index. See 2019 Executive Compensation Decisions below for additional information on the structure of, and results under, the 2019 LTIP. Retirement Benefits ✓ Providetax-qualified benefit plans on the same terms as ourrank-and-file employees to provide our executives with additional income after retirement. Our current retirement program consists of our ESOP, which is funded with an annual Company contribution determined on a uniform basis for all employees as a percentage of eligible compensation and our 401(k) plan, which is funded entirely by employee contributions. We do not provide our executives with anyincludes a “safe harbor” employer match.  Our supplemental retirement benefits that would require us to accrue an expense for such benefits on an annual basis. benefit “excess” plan has been frozen since 1999. Perquisites ✓ Limit perquisites so they represent a minor portion of the overall annual compensation of our NEOs. Perquisites are limited and are provided only to the extent that such items that help each executive fulfill the requirements of his position. Employment Agreements ✓ ✓       ✓   ✓Help to ensure the continued availability of our NEOs in key positions. ✓Establish market-competitive terms and conditions for the continuing employment of our NEOs, including severance benefits that reflect prevailing practices among our peers. ✓Assist with an orderly transition of management if a change in control of the Company were to occur. Our current NEO employment agreements have been in place without amendment since 2006.  The agreements contain “double trigger”change-in-control protection (i.e., a severance obligation is triggered only by a change in control followed by the executive’s termination in specified circumstances). (SeeOther Executive Benefitsbelow for additional details on the terms of these agreements).  Although our legacy agreements indemnify our executives for liabilities related to the “golden parachute” excise taxes, the Compensation Committee has determined that any new NEO agreements will not contain such indemnification. Ø 2018 Executive ➢ Target Pay Mix On an annual basis, the Compensation DecisionsCommittee establishes a target pay mix for each NEO that is intended to ensure that the largest part of each NEO’s annual compensation is at risk and depends on the level of attainment of specific performance objectives.  In 2019, over three-quarters of our CEO’s compensation, at the target level, was directly linked to the performance of the Company.   The following charts classify the sources of NEO compensation in 2019 based on the target pay mix established by the Committee: ☐ Base Salary Page 32 executive compensation ➣ 2019 Executive Compensation Decisions ☐ Base Salary The Compensation Committee reviewed the base salaries of our CEO and the other NEOs in March 2018 and March 2019 and did not authorize any adjustments.  The Committee determined that current base salaries were consistent with the objectives of our compensation philosophy and were appropriately positioned relative to peers and as a driver of award opportunities under the executive incentive pay program. Our CEO’s base pay has not changed since 2015 and the other NEOs have not received base pay increases since 2016.  The Committee again reviewed base salaries in early 2020 but did not authorize any changes. . ☐ 2019 Executive Incentive Compensation Program   Page 33 EXECUTIVE COMPENSATION      Ø 2018 Executive Incentive Compensation Program Our 2019 executive incentive compensation program iswas maintained under applicable provisions of our 2012 Stock Incentive Plan, which was approved by stockholdersshareholders in 2012.  As discussed above,If shareholders approve Proposal 5, relating to the 2020 Omnibus Incentive Plan, our executive incentive compensation program underwent a substantial revisionwill continue under the new plan.   In 2019, our executive incentive compensation program had two components that incorporated the revisions adopted by the Compensation Committee in 2018 following the adversesay-on-pay advisory vote at our 2018 annual meeting. The new program has two components:2018: (i) a short-term performance-based award opportunity that iswas paid in cash based on 2019 performance and (ii) a long-term performance-based award opportunity consisting of an award of performance-based restricted stock unit awardsPBRSUs (75% of the total award at target) that are determined on the basis ofearned over a forward lookingforward-looking performance period (2019-2021) and a grant of time-based restricted stockRSAs (25% of the total award at target) that vests over three years. As noted elsewhere, ☐ 2019 STIP The following provides a summary of the revised long-term incentive program was not in effect during 2018, andkey provisions of our NEOs did not receive any long-term incentive awards with respect to 2018 performance.2019 STIP: Ø 2018 Short-Term Incentive Plan Performance Metrics ✓ Covered the 2019 calendar year and provided a cash award based on performance goals set by the Compensation Committee at the beginning of the year and communicated to the NEOs. ✓ Target cash incentive opportunities were defined as a percentage of 2019 base salary.  For our CEO, the target opportunity was set at 125% of 2019 base salary.  Target opportunities were based on peer/market practice.  Additional details on award opportunities are provided in the section below. ✓ Award determinations were based on the Company’s performance relative to three weighted metrics.  A description of each metric and reasons why the Committee selected the metric is set forth in the table below. Each metric had a separate weighting and the result for each metric contributed separately to the actual award, if any.   ✓ Fifty percent of the total award was linked to the Company’s internal projection for 2019 pre-tax operating earnings.  The target performance level for this metric reflected the value included in the 2019 budget approved by the Board of Directors.  Pre-tax operating earnings was subject to adjustment for extraordinary items, accounting and tax law changes, discontinued operations, acquisition expenses, balance sheet restructuring charges and/or similar non-recurring or special items. ✓ The other two metrics (ROATA and efficiency ratio) were each weighted at 25% of the total award opportunity and measured the Company’s performance relative to the compensation peer group, as noted above. The Committee believed that the two relative metrics in the STIP were significant measures of the Company’s performance and that evaluating these metrics on a relative basis would provide an objective assessment of Company performance in the context of changing business conditions that affect the peer group generally.  Additionally, the Committee considered the separate weighting of the metrics and the use of a TSR modifier as a means to provide a balanced assessment of Company performance. ✓ For the two relative metrics (ROATA and efficiency ratio), target performance was set at the 55th percentile of the compensation peer group to ensure that the target payout required the Company to exceed median performance at target.  The threshold payout required the Company to exceed the 35th percentile of the peer group.  The Committee believed that the increased threshold level set a more appropriate performance objective in the context of a relative metric. Stretch performance at or above the 75thpercentile would position our Company in the top quartile relative to peers and support the maximum payout. ✓ After the aggregate award, if any, was determined by reference to the Company performance relative to the three financial metrics, a 1-year total shareholder return (“TSR”) modifier was applied to adjust the award downward (by 20%) if Company TSR was below the 35th percentile of peer group TSR and upward (by 20%) if the Page 33 executive compensation Company’s 1-year TSR was above the 75th percentile of peer group TSR.  The plan does not provide for an adjustment if 1-year Company TSR was negative, regardless of peer results.  This provision was added based on shareholder feedback and a desire to recognize how our performance is perceived by shareholders. ☐ 2019 STIP Performance Metrics The following table identifies the financial metrics established by the Committee for 20182019 under the revised short-term incentive program,STIP, provides our rationale for the use of each metric in the context of our strategic plan and shows how we apply it in the context of the new short-term incentive plan.STIP.  Please see Appendix A for a reconciliation ofnon-GAAP measures presented below. Performance Metric How We Define and Apply It Why We Use It Pre-Tax Operating Earnings Net income before the effect of income taxes and anyafter-tax items, including minority interest and any extraordinary items.Pre-tax operating earnings is subject to adjustment for extraordinary items, accounting and tax law changes, discontinued operations, acquisition expenses, balance sheet restructuring charges and/or similarnon-recurring or special items.  This metric is an absolute metric based on the Company’scompany’s budget target and has a 50% weight in determining the actual award. Provides direct insight into the financial health of the Company by measuring the revenue and expenses associated with the company’scompany's primary business activities. Return on Average Tangible Assets (“ROATA”) Net income as a percentage of average tangible assets.   This metric is measured by reference to the Company’s percentile ranking in the designated peer group and has a 25% weight in determining the actual award. Shows the profitability of our assets by measuring how effectively management is deploying our assets to generate a positive return. Efficiency Ratio Non-interest expense before foreclosed property expense, amortization of intangibles and goodwill impairments as a percentage of net interest income andnon-interest income, excluding gains from securities sales andnon-recurring items. This metric is measured by reference to the Company’s percentile ranking in the designated peer group and has a 25% weight in determining the actual award.award Shows how effectively we manage our expenses and use our resources to create revenue. We believe efficient use of our resources, particularly given our acquisition strategy, is a significant competitive advantage. 1-Year Total Shareholder Return (“TSR”) Represents the total return on share of the Company’s common stock over the calendar year, including price appreciation and the reinvestment of dividends (at the closing price of the common stock on theex-dividend date).  The short-term incentive planSTIP applies a 1-year TSR as a modifier to adjust awards to reflect the common stock’s weak or exceptional performance relative to the designated peer group, thereby, including annual shareholder return as an element of the award determination in specified circumstances.   Provides a measure of how the market valued our stock during the year relative to the stock of other companies in the financial sector.   Page 34 ☐ EXECUTIVE COMPENSATION      2019 STIP Award Opportunities, Performance Results and Award Determinations   Ø 2018 Performance Results and Short-Term Incentive Award Determinations The following table showsshow the award opportunities established by the Compensation Committee for our CEO and the other NEOs under the revised 2018 short-term incentive compensation programs. The range of award opportunities, determined as a percentage of 2018 base salary, was maintained at the same level as under the prior plan after the Committee determined that these levels were generally consistent with the level of peer award opportunities.2019 STIP.  Actual awards were determined by reference to the specific award opportunities assigned to each NEO and weighted results with respect to each designated performance metric as detailed below.in the following tables.  By way of example, if the Company had achieved maximum results with respect to all three metrics, our CEO would have received a payout at 187.5% of 20182019 base salary (150% of target), subject to adjustment for the1-year TSR modifier.   2018 Short-Term Incentive Plan Award Opportunities (as % of 2018 Base Salary)     Executive    Threshold    Target    Maximum Mr. Ficalora      62.5%      125%      187.5%   Mr. Wann      45      90      135   Mr. Cangemi      35      70      105   Mr. Carpenter      35      70      105   Mr. Pinto      35      70      105   Page 34 executive compensation 2019 Short-Term Incentive Plan Award Opportunities (as % of 2019 Base Salary) Executive Threshold Target Maximum Mr. Ficalora 62.5% 125% 187.5% Mr. Wann 45 90 135 Mr. Cangemi 35 70 105 Mr. Carpenter 35 70 105 Mr. Pinto 35 70 105 The following table shows the Company’s actual 20182019 results with respect to the three weighted performance measures under the revised short-termshort- term incentive plan.  With respect to pre-tax operating earnings, the Company’s performance measured slightly above target at 102.39%.  As authorized under the STIP and approved by the Committee, the Company’s actual performance, as reported in the table below, incorporated a net adjustment to pre-tax operating earnings of approximately $7.6 million, or less than 1.5% of reported pre-tax operating earnings, to reflect the effect of certain unusual items.  The Company missedlargest adjustment, $6.5 million, related to severance and salary accruals paid in arrears during 2019.  With respect to the threshold performance targetstwo relative metrics measured against the Company’s designated peer group – ROATA and efficiency ratio – only the efficiency ratio metric contributed to the NEOs’ payout as illustrated in the table below.  Taking into account the results with respect to budgetedpre-tax operating earnings and relative ROATA. With respect to relative Efficiency Ratio, the Company’s performancethree weighted metrics, the payout was calculated at 88.7% of target.  However, the 91st percentile of the peer group, which triggered a maximum payout (150% of target) with respect to that performance metric, which was weighted at 25% of the total award. Performance Measure   Weight     Performance Goals     Actual Performance     Payout as % of Target Award Opportunity     Threshold     Target     Maximum   Pre-tax Operating Earnings     50 %    $ 576,760,000     $ 640,844,000     $ 704,928,000     $ 557,669,000       0   Relative ROATA     25 %      35th percentile       55th percentile       75th percentile       0 percentile       0   Relative Efficiency Ratio     25 %      35th percentile       55th percentile       75th percentile       91st percentile       150   Result:     100 %              37.5 %  The1-Year TSR modifier was not triggered as the Company’s relative1-year one-year TSR fellwas at the 3890th percentile of the peer group, above the threshold that otherwise would have triggeredresulting in a 20% reduction inupward adjustment to the awards.award determined by reference to the three weighted metrics.  After applying the TSR modifier, the final payout, as a percent of target, was 106.44%.   Performance Measure         Performance Goals     Actual Performance      Payout as % of Target Award Opportunity   Weight Performance Goals   Actual Performance   Payout as % of Target Award Opportunity Weight   Threshold   Target   Maximum   Threshold Target Maximum Pre-tax Operating Earnings 50% $475,501,717 $528,335,241 $581,168,765 $530,863,031 102.39% Relative ROATA 25% 35th percentile 55th percentile 75th percentile 0 percentile 0 Relative Efficiency Ratio 25% 35th percentile 55th percentile 75th percentile 90th percentile 150 Payout Range 100% 50% 100% 150% -- 88.7% 1-Yr. TSR Modifier      +/-20 %      <35th percentile -20     %      35th-75th percentile No Change           >75th percentile +20     %    38th percentile        No Change   +/-20% <35th percentile 20% 35th-75th percentile No Change >75th percentile +20% 90th percentile 120% Result:      100 %    50 %    100 %    150 %         37.5 %  Total Payout: 100% 50% 100% 150% -- 106.44%   Page 35 EXECUTIVE COMPENSATION        The following table shows actual calculated awards under the 2018 short-term incentive plan. The actual award for each NEO was set at 37.5%2019 STIP based on performance relative to the designated metrics and taking into account the effect of the base salary level, reflecting a maximum result (150% of target) with respect to relative Efficiency Ratio, which was weighted at 25% of the total potential award. As noted above, the other performance measures did not contribute to the actual award since the Company’s performance fell below the threshold level with respect to those metrics and no increase or decrease was made under the1-YearTSR modifier.  By way of example, our CEO’s award was calculated as 25% of his target award opportunity ($1,750,000) or $437,500 multiplied by 150% (based on achieving the maximum performance level with respect to relative Efficiency Ratio), resulting in an actual award of $656,000 or 37.5% of target. Executive    Base Salary ($000)      Target      Maximum Awards (37.5% of Target) ($000)      % of Base     ($000)   Mr. Ficalora    $ 1,400        125 %    $ 1,750      $ 656   Mr. Wann      1,100        90       990        371   Mr. Cangemi      850        70       595        223   Mr. Carpenter      775        70       543        203   Mr. Pinto      575        70       403        151   At the Compensation Committee’s March 19, 201917, 2020 meeting, the Committee reviewed and confirmed the foregoing resultsawards without adjustment.  The Committee believednoted that the results appropriately aligned executive pay withmanagement team executed the Company’s 2018 performance, particularlybusiness strategy in a difficult operating environment to meet the budget target for pre-tax operating earnings.  Further, the Committee cited the 2019 efficiency ratio as evidence of the success of the Company’s multi-year cost cutting initiative, which allowed the Company to maintain a top ranking (second) relative to peer institutions. Although results with respect to ROATA were disappointing, the Committee believed that the STIP functioned appropriately to ensure that this metric did not contribute to the NEOs’ payout.  Finally, the Committee concluded that an adjustment to the payout was appropriate in light of the factCompany’s superior 1-year TSR of 35.38%, which ranked third among the 20 peer institutions.  Overall, the Committee believed that the Company’s highly successful cost cutting initiative enabled the Company2019 STIP functioned as intended to maintain an efficiency ratio in the top ranks of the peer group. It is also noteworthy that the1-year TSR modifier was not triggered to reduce the NEO’s actual awards. With one exception, the Company and all of the peer group institutions registered negative1-year TSR, with the Company falling at the 38th percentile of the peer group, above the threshold level that would have required a downward adjustment. The Committee considered this outcome as reflective of the sector’s overall weak performance and noted that, even after taking into account the results of the short-term incentive plan, the NEOs’ 2018 compensation would be the bottom of the peer group, particularly in light of the decision to forego 2018 long-term incentive awards. In short, the Committee concluded that the revisions to the short-term plan were effective in addressing shareholder concerns in a transitional year for the Company’s executive pay program and providedcreate an appropriate alignment of pay and performance.financial performance and that the STIP results were also confirmed by the strong individual performance of each NEO. Ø Comparison Executive Base Salary ($000) Target Maximum Awards (106.44% of Target) % of Base   Mr. Ficalora $1,400 125% $1,750,000 $1,863,000 Mr. Wann 1,100 90 990,000   1,054,000 Mr. Cangemi 850 70 595,000      633,000 Mr. Carpenter 775 70 543,000     577,000 Mr. Pinto 575 70 403,000     428,000 Page 35 executive compensation ☐ 2019 LTIP Awards As noted earlier, the Company’s revised equity-based, long-term incentive plan was implemented for the first time in 2019 after a one-year hiatus from providing the NEOs with equity awards.  The following provides an overview of 2017 vs. 2018 Total Direct Compensationthe key features of the 2019 LTIP and provides insight into factors considered by the Committee in developing the plan design: The 2019 LTIP grant consisted of two distinct components: ✓ 25% of the target LTIP award consisted of time-based RSAs vesting ratably over three years.  The Committee determined that the inclusion of a relatively modest time-based vested component in the new plan is consistent with the desire to base the significant majority of LTIP on future performance and serve as best practice.  In addition, the use of time-based restricted stock supports our goal for executives to receive a portion of their pay in equity while also providing a retention incentive.  .  Consistent with the Company’s long-standing practice for all employees who are awarded RSAs, dividends paid on the restricted shares are paid at the same time dividends are paid to other shareholders. ✓ 75% of the target LTIP award consisted of a grant of performance-based restricted stock units (“PBRSUs”) where the actual award earned will be determined based on the Company’s performance with respect to two weighted metrics over the 2019-2021 performance period relative to an objectively designated index of financial institutions (see below). The award, if any, will be determined by the Committee in early 2022 after consideration of the Company’s performance with respect to the designated metrics relative to the performance of banks included in the index group.  All awards will be settled in fully vested shares of Company common stock.   The Committee awarded dividend equivalent rights in tandem with the PBRSUs but no dividend equivalent payments will be made prior to the date that the Committee determines the level at which the PBRSUs have been earned and only to the extent of the dividends that would have accrued over the performance period with respect to the shares underlying the earned PBRSUs.  The Committee selected two metrics -- relative ROATCE and relative EPS growth – for the 2019-2021 performance period.  The Company’s performance with respect to these metrics will be evaluated at the end of the three-year performance period on a percentile ranking basis relative to an industry index consisting of 31 banks with assets between $25 billion-$250 billion selected from the KBW Regional Bank Index and the KBW Banking Index.  Each performance metric has an equal weighting and the result for each metric contributes separately to the determination of the actual award at the end of the performance period, if any.  The LTIP specifies that, if at the end of the performance period, a bank included in the index is not a public company or is acquired, the bank will be removed from the index for the entire performance period and the percentile results will be calculated accordingly.   ✓ For the 2019 LTIP, award opportunities were determined by reference to the 2019 base salary of each NEO.  For our CEO, the 2019 target opportunity was set at 200% of 2019 base salary and allocated as described above between a grant of time-based restricted stock (25% of the target opportunity value) and the grant of PBRSUs (75% of the target opportunity value). ✓ The Committee set target performance for the PBRSU grants at the 55th percentile of the industry index to ensure that a target level payout requires the Company to outperform the median of the Index. The Committee set the threshold level at the 35th percentile to ensure that no payouts would be made for sustained weak performance.  The Committee believed that these increased levels established more appropriate performance targets in the context of a relative metric that is measured over a multi-year period. ☐ Award Opportunities under the 2019 LTIP The following table provides detail on the total 2019 LTIP award opportunities for Our Named Executive Officerseach NEO.  As noted above, the total award opportunity at target was allocated to time-based RSAs granted (25% of the target opportunity) and PBRSUs (75% of the target opportunity). Page 36 executive compensation 2019 Long-Term Incentive Plan Award Opportunities (as % of 2019 Base Salary) Executive Threshold Target Maximum Mr. Ficalora 100% 200% 300% Mr. Wann 62.5 125 187.5 Mr. Cangemi 50 100 150 Mr. Carpenter 50 100 150 Mr. Pinto 50 100 150 ☐ Time-Based Vested RSAs Under the 2019 LTIP The following table illustrates, inprovides detail on the time-based vested RSAs made to the NEOs under the 2019 LTIP on April 29, 2019.  The awards were based on the dollar termsvalue of 25% of each NEO’s total target opportunity under the 2019 LTIP and on a percentage basis, the impactnumber of shares awarded was determined by reference to the $11.42 per share closing price of the Committee’s incentive pay determinationsCompany’s common stock on the grant date.  All awards vest ratably over three years. Executive 2019 Time-Based Vested Restricted Stock Awards (# shares) Mr. Ficalora 61,296 Mr. Wann 30,101 Mr. Cangemi 18,608 Mr. Carpenter 16,965 Mr. Pinto 12,588 ☐ 2019 PBRSU Performance Metrics The following table identifies the financial metrics established by presentingthe Committee with respect to the award of PBRSUs for the 2019-2021 performance period under the LTIP, provides our rationale for the use of each metric in the context of our strategic plan and shows how we apply it to determine actual awards.  Please see Appendix A for a year-over-year comparisonreconciliation of non-GAAP measures presented below. Performance Metric How We Define and Apply It Why We Use It 3-Year Earnings Per Share Growth (relative to index group) Measured as the compound 3-year annual growth rate of the Company’s earnings per share.  The Company’s result is evaluated by reference to the Company’s percentile ranking in the designated index group of financial institutions and has a 50% weight in determining the actual award. Provides a clear measure of profitability over time and relative to other companies in the sector. 3-Year Return on Average Tangible Common Equity (relative to index group) Net income available to common shares adjusted for amortization of intangibles and good will impairment as a percentage of average tangible common equity.   This metric is measured by reference to the Company’s percentile ranking in the designated index group of financial institutions and has a 50% weight in determining the actual award. Provides a measure of the return on our shareholders’ investment over time and demonstrates our financial health relative to other companies in the sector. Page 37 executive compensation ☐ 2019 PBRSU Performance Metric Goals The following table provides detail on the goals established by the Committee for the 2019 PBRSU awards with respect to the two designated performance metrics for the 2019-2021 performance period and the weighting assigned to each metric. Performance Metrics Weight Performance Goals Threshold Target Maximum 3-Year Relative EPS Growth 50% 35th percentile 55th percentile 75th percentile 3-Year Return on Average Tangible Common Equity 50% 35th percentile 55th percentile 75th percentile Payout Range (% Target) 100% 50% 100% 150% ☐ 2019 PBRSU Award Opportunities The following table provides detail on the award opportunities established by the Committee for the NEOs with respect to their 2019 PBRSU awards.  The target award opportunities are based on 75% of each NEOs’ total direct compensation (defined as base salary plus short-term incentive awards plus long-term incentive awards) for our CEO and eachtarget award opportunity under the 2019 LTIP.  As noted, 25% of the other NEOs:total target award opportunity was provided to the NEO in the form of a time-based vested restricted stock award as detailed in the table above.  Actual awards will be determined after the end of the 2019-2021 performance period based on the Company’s performance relative to the designated index of banks.   2019 PBRSU Award Opportunities (as % of 2019 Base Salary) 2019 PBRSU Award Opportunities (as % of 2019 Base Salary) Executive    2017 Total Direct Composition ($)      2018 Total Direct Composition ($)      % Change (2017 vs. 2018)   Threshold (50% of Target) Target Maximum (150% of Target) Mr. Ficalora    $   4,244,000          $   2,056,000              -52       75% 150% 225% Mr. Wann          2,578,996              1,471,000              -43     47%   94% 141% Mr. Cangemi            1,753,999                    1,073,000                    -39         38%   75% 113% Mr. Carpenter            1,599,006                    978,000                    -39         38%   75% 113% Mr. Pinto            1,187,000                    726,000                    -39         38%   75% 113% Ø Other Executive Benefits ☐ 2019 PBRSU Awards The following table provides detail on the PBRSUs awarded to each NEO at target under the 2019 LTIP.  Each NEO received PBRSUs at the target level (which represents 75% of the total 2019 LTIP target opportunity as described above).  The PBRSUs shown in the table are not guaranteed and will vest based solely on our performance results over the 2019-2021 performance period in accordance with the performance goals described in the preceding table.   ☐ Executive 2019 PBRSU Awards at Target (# shares) Mr. Ficalora 183,888 Mr. Wann    90,302 Mr. Cangemi    55,823 Mr. Carpenter    50,898 Mr. Pinto    37,763 As noted above, each award was granted in tandem with dividend equivalent rights.  In addition, consistent with the provisions of the 2012 Plan, the Committee determined that, in the event of a change in control of the Company (as defined in the 2012 Plan), the PBRSUs would deemed earned at the greater of target or an amount determined by reference to actual performance through the latest date prior to the change in control where peer financial information is available.  It should be noted that under the Company’s new 2020 Omnibus Incentive Plan, for which the Company is seeking shareholder approval at this Annual Meeting, future PBRSU awards will only vest awards following a change in control upon the holder’s subsequent involuntary or constructive (i.e., a termination by the executive for good reason as defined in the 2020 Plan) termination of employment within two years of the change in control unless the successor to the Company as a result of the change in control declines to assume the awards or replace them with similar awards. Page 38 executive compensation ☐ Other Executive Benefits ☐ Employment Agreements andChange-in-Control Benefits All of our NEOs have entered into employment agreements that provide severance benefits and benefit continuation in the event of their termination without cause or for good reason, disability, and after a change in control.   (Mr. Carpenter’s agreement terminated upon his transition to a consulting relationship with the Company on January 1, 2020.)  The current agreements, which are identical in form, have been in place since 2006 without modification. No severance benefits are payable if the executive is terminated for cause or upon the executive’s voluntary resignation without good reason (as defined in the agreement). In thechange-in-control context, the agreements are “double trigger,”trigger” requiring both the occurrence of a change in control and the executive’s involuntary termination of employment or constructive termination by the executive for good reason. These legacy agreements also provide the executive with indemnification against tax liabilities arising under the “golden parachute” provisions of federal tax law. For additional information regarding the terms of these employment agreements, see the section headedExecutive Compensation Tables – Potential –Potential Post-Termination Payments and Benefits.Benefits. Page 36 EXECUTIVE COMPENSATION        The Committee, with management support, has followed a policy that all new employment agreements for senior management must reflect the following terms: (i) “double trigger” change in control benefits and (ii) no indemnification for golden parachute excise tax liabilities. The limit on the use of indemnification for golden parachute liabilities has not been applied to the legacy agreements maintained with our NEOs. Given the long duration of the agreements and the reasonable expectation of our NEOs that the agreements would remain in place, the Committee has decided to retain the agreements in their present form. In addition, the Committee believes that the retention of these agreements (i) will help retain the NEOs and facilitate an orderly transition during a change in control, (ii) will provide the NEOs with financial protection so they will continue to act in the best interests of the Company during thechange-in-control process, and (iii) reflects an important element of a competitive compensation package for the NEOs.   ☐ Retirement Benefits; Employee Welfare Benefits Our principal retirement savings vehicle is ourtax-qualified Employee Stock Ownership Plan.Plan (the “ESOP”). Since our initial public offering in 1993, the ESOP has been the primary source of retirement savings for all our employees, including our named executive officers. The Company makes discretionary contributions to the ESOP based on a percentage of each participant’s base compensation.  The ESOP has also fostered a strong sense among our employees that they are owners with a vested interest in the success of the Company. We also offer our employees a 401(k) plan with a “safe harbor” match that enables them to supplement their retirement savings with elective deferral contributions.  Certain of the NEOs are entitled to benefits at retirement under ourtax-qualified, defined benefit pension plan and a relatednon-qualified excess benefits plan, both of which were frozen in 1999 and, following which, no additional benefits were accrued. As noted above, certain of our named executive officers participate in a supplemental retirement benefit plan that was established at the time of our initial public offering in 1993 to provide benefits with respect to the ESOP that cannot be allocated as a result of applicable Internal Revenue Code limits. Although this plan was frozen as to annual contributions in 1999, the plan would provide a restoration benefit to the participants in the event of a change in control.   For additional information regarding the supplemental retirement benefits plan, please see the section headedExecutive Compensation Tables – Potential Post-Termination Payments and Benefits. In addition to retirement programs, we provide our employees, including our named executive officers, with coverage under medical, dental, life insurance, and disability plans on the same terms as our general employee population. We also provide employees with access to a Section 125 Plan to pay their share of the cost of such coverage on apre-tax basis.   ☐ Perquisites We provide our named executive officers with limited perquisites to further their ability to promote the business interests of the Company in our markets and to reflect competitive practices for similarly situated officers employed by our peers. The perquisites are reviewed periodically by the Compensation Committee and adjusted as necessary. Page 39 executive compensation E.  OTHER CONSIDERATIONSOther Considerations Ø Risk Management and Our Compensation Programs ➢ Risk Management and Our Compensation Programs A central tenet of our compensation philosophy is to provide incentives that are consistent with prudent risk management while recognizing that some level of risk is inherent in the operation of our business. Our approach to risk management takes as a starting point the guidelines established by federal bank regulators:   Incentive compensation should balance risk and financial results in a manner that does not provide incentives for excessive risk taking. ✓ Incentive compensation should balance risk and financial results in a manner that does not provide incentives for excessive risk taking.     ✓ Risk management processes and internal controls should reinforce and support the development of balanced incentive compensation arrangements.   ✓ Banks should have strong and effective corporate governance to help ensure sound compensation practices. Banks should have strong and effective corporate governance to help ensure sound compensation practices. Our Compensation Committee assesses and monitors our NEO incentive compensation programs on an annual basis to ensure that the programs reflect a balanced mix of incentives that discourage unnecessary or excessive risk taking by our management team and by employees throughout the organization.   In the event of material changes to our program, the Committee obtains an independent review that benchmarks the revised program to the regulatory guidelines.  An important element of our risk management process is the identification of the Company’s risk appetite, which establishes the baseline for the design of our incentive programs. We also maintain a comprehensive risk management process and strong internal controls to manage risk generally, an approach that limits the risk arising out of our incentive compensation program.  Within the incentive programs, we incorporate performance measures that reflect an inherent sensitivity to risk.   Page 37 EXECUTIVE COMPENSATION      Additionally, our management’s Incentive Compensation and Performance Management Committee assesses and monitors incentive compensation programs fornon-NEO personnel to ensure that those programs do not encourage unnecessary or excessive risk taking by employees covered by such plans. Based on our assessment, we do not believe that the risks arising out of our NEO or other incentive compensation programs are reasonably likely to have a material adverse effect on the Company. We believe our programs are balanced and do not encourage excessive risk taking by the participants that could threaten the value of the Company.  This determination is based on our consideration of (i) the Board’s role in establishing the Company’s risk appetite, (ii) the extensive controls we place on our business operations, and (iii) the nature of the specific incentive plans and programs we maintain for our employees. Ø Stock Ownership Requirements ➢ Stock Ownership Requirements Our executive officers have, for many years, held stock in the Company at levels that are far in excess of any stock ownership guidelines that would be considered best practice.  We do, however, maintain formal share ownership guidelines for our CEO and other named executive officers to affirm our commitment to stock ownership and retention as a central element of our compensation philosophy. A summary of our policy and the status of our officers under the policy is provided below:   Executive Multiple of Salary Compliance Status CEO   6x Base Salary In compliance Other Named Executive Officers   4x Base Salary In compliance Under the stock ownership policy, officers have five years from the point of initial service to meet the ownership guidelines. We count awards under our equity compensation program, stock allocated through our ESOP, and shares acquired through our 401(k) plan toward the ownership guidelines. The Compensation Committee is charged with maintaining compliance with the stock ownership guidelines. Ø Recoupment of Incentive Compensation ➢ Recoupment of Incentive Compensation The Company maintains a formal recoupment or “clawback” policy that applies to both short- and long-term incentive awards made to our executive officers. Under our policy, the Company may recover or forfeit previously paid or awarded incentive compensation if the Compensation Committee determines that such compensation was paid on the basis of materially inaccurate financial metrics or financial statements, or if such compensation is attributable to actions on the part of an executive that result in, or are reasonably expected to expose the Company to, material actual or potential risk. The Committee determined that no clawback was required from the 2018 NEO compensation. Ø Hedging and Pledging of Company Stock Page 40 executive compensation ➢ Hedging and Pledging of Company Stock Our directors and officers are prohibited from hedging the value of our stock pursuant to a formal policy that bars the purchase and sale of puts, calls, options, or other derivative securities based on Company stock, or other transactions related to the monetization of the value of our stock. In addition, our officers and directors are not allowed to pledge Company stock as collateral or acquire Company stock on margin. A pledging transaction entered into prior to the adoption of this policy in 2016 was grandfathered under the policy for the duration of the pledge obligation only. Ø Tax and Accounting Considerations ➢ Tax and Accounting Considerations In consultation with our advisors, we evaluate the tax and accounting treatment of each of our compensation programs at the time of adoption and periodically thereafter to ensure that we understand the financial impact of each program on the Company. Our analysis includes a detailed review of recently adopted and pending changes in tax and accounting requirements. As part of our review, we consider modifications and/or alternatives to existing programs to take advantage of favorable changes in the tax or accounting environment or to avoid adverse consequences. To the greatest extent possible, we structure our compensation programs in atax-efficient manner.  Prior to January 1, 2018, Section 162(m) of the Internal Revenue Code generally disallowed a federal income tax deduction for compensation over $1 million paid for any fiscal year to the Chief Executive Officer and the three other highest paid executive officers other than the Chief Financial Officer unless the compensation qualified as “performance-based” for Section 162(m) purposes.  Historically, our executive incentive plans were structured to satisfy the requirements of the “performance-based” exception under Section 162(m).  However, for taxable years beginning on and after January 1, 2018, the Tax Cuts and Jobs Act ofpf 2017 eliminated the “performance-based” compensation exception under Section 162(m), and expanded the $1 million per covered employee annual limitation on deductibility to cover all named Page 38 EXECUTIVE COMPENSATION      executive officers.   While the Company has sought to preserve deductibility of compensation paid to the named executive officers to the extent permitted by law, we have retained the flexibility to provide nondeductible compensation arrangements if we believe it is necessary to attract, incentivize, and retain key executives.  However, we do not intend to change ourpay-for-performance approach to awarding executive compensation even though the recent tax law changes have eliminated the specific tax benefits under the prior law associated with awards of performance-based compensation. Ø Equity Compensation Grant and Award Practices ➢ Equity Compensation Grant and Award Practices Our named executive officers are typically considered for equity compensation awards only in connection with our long-term incentive compensation program. The awards are generally made in March of each year based on the Compensation Committee’s evaluation of the Company’s performance relative to the financial performance objectives established for the prior year. However, grants or awards may be made at other times during the year based on specific circumstances such as a new hire, a specific contractual commitment, or a change in position or responsibility. As a general matter, the Compensation Committee’s process is independent of any consideration of the timing of the release of materialnon-public information, including with respect to the determination of grant dates. Similarly, the Company has never timed the release of materialnon-public information with the purpose or intent of affecting the value of executive compensation. In general, the release of such information reflects long-established timetables for the disclosure of materialnon-public information such as earnings releases or, with respect to other events reportable under federal securities laws, the applicable requirements of such laws with respect to the timing of disclosure. The Company has not granted stock options for over a decade.since 2006. II.   COMPENSATION COMMITTEE REPORT The Compensation Committee is a committee of independent directors that is responsible for oversight and review of our compensation and benefit plans, including plans that cover our named executive officers.  The foregoingCompensation Discussion and Analysis is management’s report on the Company’s executive compensation program.  The Compensation Committee has reviewedthe Compensation Discussion and Analysiswith management. Based on this review and the Committee’s discussions, the Compensation Committee recommended to the Board that theCompensation Discussion and Analysis be included in this proxy statement. The Compensation Committee John M. Tsimbinos, Chair Leslie D. Dunn Lawrence Rosano, Jr.   Page 3941 EXECUTIVE COMPENSATIONexecutive compensation TABLES   III. EXECUTIVE COMPENSATION TABLES Ø Summary Compensation Table ➢ Summary Compensation Table The following information is furnished for the Company’s principal executive officer, principal financial officer, and the next three highest compensated executive officers of the Company (the “named executive officers” or “NEOs”) for the 20182019 fiscal year:   Name and Principal Position   Year   Salary ($)   Stock Awards (1) ($)   Non-Equity Incentive Plan Compensation (2) ($)   All Other Compensation (3) ($)   Total Compensation ($)     Year   Salary ($)   Stock Awards(2) ($)   Non-Equity Incentive Plan Compensation(3) ($)   All Other Compensation(4) ($)   Total Compensation ($) Joseph R. Ficalora   2018   $ 1,400,000       —     $ 656,000     $ 2,515,698     $ 4,571,690     2019   $1,400,000   $2,800,000   $1,863,000   $1,562, 061   $7,625,061 President and CEO   2017   1,400,000     1,750,000     1,094,000     3,427,742     7,671,742     2018   1,400,000   --   656,000   2,515,698   4,571,690   2016         1,400,000             3,500,000             2,500,000             3,991,990             11,391,990         2017   1,400,000   1,750,000   1,094,000   3,427,742   7,671,742                     Robert Wann   2018   1,100,000       —     371,000     1,087,920     2,558,920     2019   $1,100,000   $1,375,002   $1,054,000   $692,158   $4,221,160 Senior EVP and COO   2017   1,100,000     859,996     619,000     1,474,549     4,053,545     2018   1,100,000   --   371,000   1,087,920   2,558,920   2016         1,100,000             1,720,000             1.410,000             1,632,359             5,862,359         2017   1,100,000   859,996   619,000   1,474,549   4,053,545                     Thomas R. Cangemi   2018   850,000       —     223,000     677,317     1,750,317     2019   $850,000   $850,002   $633,000   $416,681   $2,749,683                       Senior EVP and CFO   2017   850,000     531,999     372,000     978,819     2,732,818     2018   850,000   --   223,000   677,317   1,750,317   2016         850.000             1,065,000             850,000             1,088,752             3,868,752         2017   850,000   531,999   372,000   978,819   2,732,818                       James J. Carpenter(1)   2018   775,000       —     203,000     589,955     1,567,955     2019   $775,000   $774,995   $577,000   $371,957   $2,498,952 Senior EVP and CLO   2017   775,000     485,006     339,000     859,490     2,458,496     2018   775,000   --   203,000   589,955   1,567,955   2016         775,000             970,000             785,000             957,621             3,487,621         2017   775,000   485,006   339,000   859,490   2,458,496                     John J. Pinto   2018   575,000       —     151,000     464,636     1,190,636     2019   $575,000   $575,008   $428,000   $285,959   $1,863,967 EVP and CAO   2017   575,000     360,000     252,000     668,214     1,853,214     2018   575,000   --   151,000   464,636   1,190,636   2016   575,000     720,000     585,000     676,248     2,556,248     2017   575,000   360,000   252,000   668,214   1,853,214                                        (1) SeeMr. Carpenter transitioned to a consulting relationship with the Company effective January 1, 2020.  He served as Senior EVP and Chief Lending Officer during the entire 2019 fiscal year.  Effective January 1, 2020, Mr. Carpenter entered into a 3-year consulting agreement with the Company.  As consideration for his services, he is receiving a monthly retainer and will continue to vest in certain equity awards granted while he served as Chief Lending Officer.  As a consultant, Mr. Carpenter remains an integral part of the Company’s commercial real estate lending operations, serving as an important resource for the lending department and as a participant in the deliberations of the Community Bank board committees that oversee the lending process. (2) Amounts in this column for 2019 reflect the aggregate grant date value of restricted stock awards (“RSAs”) and performance-based restricted stock unit (“PBRSUs”) awards granted in April 2019 under the Company’s 2019 long-term incentive plan (“LTIP”) covering the NEOs.  The fair value of the awards has been calculated in accordance with FASB Topic ASC 718 using the valuation methodology and assumptions set forth in Note 15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.  For the PBRSUs, the amounts above were calculated based on the probable outcome of the performance conditions as of the inception date and represent the value of the target number of units granted to each NEO consistent with the estimate of the aggregate compensation cost to be recognized as of the service inception date under ASC 718.  The value of the PBRSUs granted to each NEO assuming the highest level of performance (150% of the grant date target value) is as follows:  Mr. Ficalora ($3,150,000); Mr. Wann ($1,546,874); Mr. Cangemi ($956,254); Mr. Carpenter ($871,883); and Mr. Pinto ($646,886). For additional information regarding the 2019 LTIP and a breakdown of all 2019 equity awards, see “Compensation Discussion and Analysis and the 2019 Grants of Plan-Based Awards table for additional information concerning the 2018 awards.Awards” table. (2) (3) Represents ana cash award for 20182019 performance under the Company’s 2019 short-term incentive compensation program.plan (“STIP”).  SeeCompensation Discussion and Analysis and the 2019 Grants of Plan-Based Awards table below for additional information concerning the 2018 awards.2019 award. (3) (4) The following table sets forth the components of the All Other Compensation column in 2018:2019:   Executive   Dividends on Unvested Restricted Stock ($)     Tax Reimbursement Related to Restricted Stock Vesting (a) ($)     Life Insurance Imputed Income ($)     Annual ESOP Allocation (b) ($)     Total     ($)           Dividends on Unvested Restricted Stock ($)   Tax Reimbursement Related to Restricted Stock Vesting(a) ($)   Life Insurance Imputed Income ($)   Annual ESOP Allocation(b) ($)   Total ($) Mr. Ficalora   $   448,513         $   1,948,633         $   116,685         $   7,867         $   2,515,698             $346,841   $1,073,599   $134,487   $7,134   $1,562,061 Mr. Wann           210,717                   828,234                   41,102                   7,867                   1,087,920               165,806   472,314   46,904   7,134   692,158 Mr. Cangemi           131,474                   533,594                   4,382                   7,867                   677,317               102,993   301,697   4,857   7,134   416,681 Mr. Carpenter           119,122                   463,834                   5,132                   7,867                   589,955               93,793   266,421   4,609   7,134   371,957 Mr. Pinto               89,297                     364,933                   2,539                   7,867                   464,636               69,843   206,290   2,692   7,134   285,959                                        (a) The figures represent an amount paidPrior to the respective executive as a reimbursement for the income tax liability associated with the vesting of shares granted in prior years under the Company’s prior long-term incentive program. In prior years,2015, the Company maintained a legacy program that provided tax reimbursement payments to the named executive officers to encourage their retention of all stock granted under the program.Company’s long-term incentive programs.  Beginning with the 2015 performance period, the Company discontinued this practice prospectively with respect to newlynew awards.  However, the Company continued to provide such payments with respect to awards granted awards.Awards granted in March 2016 coveringfor performance periods prior to the 2015 performance period and all subsequently granted awards are ineligible to receiveperiod.  The final tax reimbursement payments. No reimbursement payments will bepayment was made after in Page 42 executive compensation TABLES March 2020 following the vesting of the last installment of restricted stock awards granted to the NEOs in Marchearly 2015 for the 2014 performance period. (b) Based on the $9.41$12.02 closing price of the Common Stock on December 31, 2018.2019. Page 40 ➢ EXECUTIVE COMPENSATION TABLES      Grants of Plan-Based Awards   Ø Grants of Plan-Based Awards The following table provides information concerning the 20182019 award opportunities for the named executive officers under the Company’snon-equity incentive plans.  As detailed in the Compensation Discussion and Analysis, the Company adopted a new equity incentive plan in 2018 but deferred implementation until 2019. Accordingly, in 2018, the NEOs did not have a long-term term incentive award opportunity. SeeCompensation Discussion and Analysis for additional information on the recent restructuring of the Company’s executive incentive compensation program.      Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)(2)    Executive    Threshold ($)      Target ($)      Maximum ($)   Award Type Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Plan Awards(2) All Other Stock Award: Number of Shares of Stock or Units (#)(3) Grant Date Fair Value of Stock Awards and PBRSUs ($)(4) Executive Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Cash 3/17/20 875,000 1,750,000 2,625,000         Mr. Ficalora RSA 4/29/19         61,296    700,000      $     875,000              $     1,750,000              $     2,625,000         PBRSU 4/29/19     91,944 183,888 275,832   2,100,000            445,500                    990,000                    1,336,500         Cash 3/17/20 495,000 990,000 1,336,500     Mr. Wann RSAs 4/29/19     30,101     343,753 PBRSU 4/29/19   45,151 90,302 135,453   1,031,249 Cash 3/17/20 297,500 595,000 893,500     Mr. Cangemi RSA 4/29/19     18,608 212,503            297,500                    595,000                    892,500         PBRSU 4/29/19   27,912 55,823 83,735   637,499            271,250                    542,500                    813,750         Cash 3/17/20 271,250 542,500 813,750     Mr. Carpenter RSA 4/29/19     16,965 193,740 PBRSU 4/29/19   25,449 50,898 76,347   581,255            201,250                    402,500                    603,750         Cash 3/17/20 201,250 402,500 603,750     Mr. Pinto RSA 4/29/19     12,588 143,755 PBRSU 4/29/19   18,882 37,763 56,645   431,253                                        (1) Represents award opportunity levels under the Company’s new 2018 cash-based, short-term incentive program. At each level, the estimated future payout assumes performance at the indicated level with respect to each of the three weighted financial metrics used to determine awards under the 2018 program and that the awards are not adjusted by reference to the1-Year Total Shareholder Return Modifier that applies in certain circumstances.STIP.  Actual awards were determined by the Compensation Committee on March 19, 2018 pursuant to the terms of the program and are reflected in the Summary Compensation Table.24, 2020.  SeeCompensation Discussion and Analysis for additional information on the 2018 short-term incentive program.2019 program and the Committee’s award determinations. (2) Amounts in this column represent award opportunities with respect to PBRSUs granted under the LTIP covering the NEOs for the performance period 2019-2021.  The named executive officers did not participateawards will be earned based one-half on the Company’s 3-year earnings per share growth and one-half on the Company’s 3-year return on average tangible common equity over the performance period, in a long-term incentive program during 2018.each cash measuring the Company’s performance relative to an index consisting of banks with assets between $25 and $250 billion that are included in the KBW Banking Index and Regional Banking Index.  The awards were granted at the target opportunity level and are subject to adjustment based on actual performance, which will be determined in early 2022.  Dividend equivalents are accrued on these awards over the performance period and are paid only to the extent that the related PBRSUs are earned based on performance.   The awards are settled in shares of Common Stock.  SeeCompensation Discussion and Analysis for additional information on the LTIP and the Committee’s decision to defer implementation of a revised long-term incentive plan until 2019.award determinations. (3) Represents an April 29, 2019 grant of restricted stock that vests ratably over three years.  Cash dividends are paid to participants at the same time dividends are paid to other shareholders. (4) Amounts in this column for 2019 reflect the grant date value of RSAs and PBRSUs granted in April 2019 under the LTIP.  The fair value of the awards has been calculated in accordance with FASB Topic ASC 718 using the valuation methodology and assumptions set forth in Note 15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.  For the PBRSUs, the amounts shown above were calculated based on the probable outcome of the performance conditions as of the inception date and represent the value of the target number of units granted to each NEO consistent with the estimate of the aggregate compensation cost to be recognized as of the service inception date under ASC 718 Ø Stock Vested Page 43 executive compensation TABLES ➢ Stock Vested The following table provides information concerning restricted stockRSA vesting for the named executive officers during the 20182019 fiscal year:              Restricted Stock Vesting     Executive    Shares Acquired on Vesting    Value Realized on Vesting ($) (1) Mr. Ficalora    247,314    $3,432,309 Mr. Wann    110,486      1,531,015 Mr. Cangemi    69,929         969,363 Mr. Carpenter    62,114         860,668 Mr. Pinto    47,659         660,743       Restricted Stock Vesting Executive   Shares Acquired on Vesting     Value Realized on Vesting ($) (1)           Mr. Ficalora   222,108   $2,644,629 Mr. Wann   102,904   1,224,217 Mr. Cangemi   64,487   767,336 Mr. Carpenter   58,090   691,008 Mr. Pinto   43,875   522,124 (1) Represents the aggregate value realized in 20182019 upon the vesting of restricted stock awarded in prior years under the Company’s long-term incentive programprograms based on the value of the Company’s stock on the applicable 2019 vesting date for each award. The value realized by the executive upon vesting is also the amount realized by the executive as 20182019 taxable income.   Page 41 ➢ EXECUTIVE COMPENSATION TABLES      Outstanding Equity Awards at Fiscal Year-End   Ø Outstanding Equity Awards at FiscalYear-End The following table provides certain information with respect to unvested restricted stock awardsRSAs and PBRSUs held by the named executive officers as of December 31, 2018.2019.  The market value of the reported shares is based on the $9.41$12.02 closing price of the Common Stock on December 31, 2018.2019.  As of December 31, 2018,2019, the named executive officers did not hold any stock options.   Executive    Number of Shares of Stock That Have Not Vested    Market Value of Shares of Stock That Have Not Vested ($)       Award Type Number of Shares of Stock That Have Not Vested Market Value of Shares of Stock That Have Not Vested ($)(1) Mr. Ficalora    630,669    $5,934,595 RSA 469,857 $5,647,681 Mr. Ficalora PBRSU 183,888 2,210,334    298,434    2,808,264 RSA 225,631 2,712,085 Mr. Wann PBRSU 90,302 1,085,430    185,869    1,749,027 RSA 139,990 1,682,680 Mr. Cangemi PBRSU 55,823 670,992    168,775    1,588,173 RSA 127,650 1,534,353 Mr. Carpenter PBRSU 50,898 611,794    126,176    1,187,316 RSA 94,899 1,140,686 Mr. Pinto PBRSU 37,763 453,911 Ø Pension Benefits (1) The PBRSU award will be earned over the performance period 2019-2021 based one-half on the Company’s 3-year earnings per share growth and one-half on the Company’s 3-year return on average tangible common equity, in each case measuring the Company’s performance on a percentile basis relative to an index of banks with assets between $25 and $250 billion that are included in the KBW Banking Index and Regional Banking Index.  The market value of the PBRSUs shown in this table reflects the market value of the number of PBRSUs awarded at the target opportunity level. Page 44 executive compensation TABLES ➢ Pension Benefits The following table provides certain information as of December 31, 20182019 with respect to each pension plan that provides for payments or other benefits to the named executive officers at retirement:(1)   Executive    Plan Name    Number of Years of Credited Service    Present Value  of Accumulated  Benefit ($)    Plan Name   Number of Years of Credited Service   Present Value of Accumulated Benefit ($) Mr. Ficalora    Supplemental Retirement Plan        33        $5,743,917   Supplemental Retirement Plan   33   $6,842,437 Mr. Wann    Retirement Plan        17        703,917   Retirement Plan   17   818,828   Supplemental Retirement Plan   17   236,221    Supplemental Retirement Plan        17        204,669 Mr. Cangemi    Retirement Plan        0.4        9,651   Retirement Plan   0.4   12,791 Mr. Carpenter    Retirement Plan        9        184,201   Retirement Plan   9   225,577 Mr. Pinto    Retirement Plan        —        —   Retirement Plan   —   —                                        (1) The Company sponsors atax-qualified defined benefit pension plan, the Retirement Plan, and the related Supplemental Retirement Plan, both of which were frozen as to future benefit accruals in 1999 as to employees of Queens County Savings Bank, or in Mr. Carpenter’s case, at the time of the Company’s 2000 acquisition of Haven Bancorp.  The indicated benefit represents the present value of the executive’s accumulated benefit as of the date the plans were frozen. All amounts accrued by the Company with respect to the Plans subsequent to the freeze date reflect the effect of actuarial adjustments only and do not increase the executive’s frozen accrued benefit.  Mr. Pinto did not participate in either plan. Mr. Ficalora received anin-service distribution of his Retirement Plan benefit in 2009 in accordance with applicable plan provisions.   ➢ Non-Qualified Defined Contribution Plan Benefits ØNon-Qualified Defined Contribution Plan Benefits The following table represents the value of the executive’s account balance at December 31, 20182019 under certain ESOP-related provisions of the Company’s Supplemental Executive Retirement Plan:   Executive   Value of Aggregate Balance at Last FiscalYear-End(1) ($) Mr. Ficalora   $10,273,374     13,921,828 Mr. Wann   2,563,773     3,473,936   (1) The plan, which was frozen as to annual allocations in 1999, credited the executive with shares of the Common Stock that could not be allocated to them directly under the Company’s ESOP as a result of applicable federal tax limitations. The frozen plan is the onlynon-qualified deferred compensation plan maintained by the Company for its executives. A change in control-related ESOP benefit was retained for certain officers. No annual allocations have been made since 1999.  Messrs. Cangemi, Carpenter and Pinto were not employees of the Company in 1999.  The value presented is based on the $9.41$12.02 closing price of the Common Stock on December 31, 2018.2019. The share totals reflect the cumulative effect of nine stock splits in the form of stock dividends since the Company’s 1993 initial public offering and also include shares credited as a result of dividend reinvestment. For additional information regarding the plan, seePotential Post-Termination Payments and Benefitsbelow.   Page 42 ➢ Potential Post-Termination Payments and Benefits ☐ EXECUTIVE COMPENSATION TABLES      Ø Potential Post-Termination Payments and Benefits ☐ Severance Under Employment Agreements The Company has entered into employment agreements with each of the named executive officers. (Mr. Carpenter’s agreement terminated upon his transition to a consulting relationship with the Company on January 1. 2020.)  The agreements, which are identical in form and have been in place without modification since 2006, provide for an initial three-year term and daily extensions so that the contract term is always three years from the then-current date, unless either party provides written notice ofnon-renewal or termination, at which time the expiration date becomes fixed at three years from the date of notice or termination. The employment agreements also provide for the payment and annual review of base salary, the provision of employee benefits applicable to executive personnel, and eligibility to participate in incentive and stock-based compensation programs. The employment agreements allow the Company to terminate the executive’s employment for cause, as defined in, and subject to, procedures outlined in the agreements. The executive receives no further payments or benefits under his agreement following a termination for cause. Upon the executive’s voluntary termination or death, the executive or his estate would receive only his base salary and other compensation or benefits earned through the date of termination. Under the agreements, the Company has the right to terminate the executive’s employment if he becomes disabled. Upon the executive’s termination of employment by reason of his disability, the executive’s full base salary would be continued through the date the executive begins to receive benefits under the Company’s long-term disability program. When the executive begins to receive long-term disability benefits, the Company is obligated to (i) continue paying the executive the difference between 60% of his base salary and the long-term disability benefit, and (ii) continue the executive’s employee Page 45 executive compensation TABLES benefits through the date the agreement would have otherwise expired. The amount shown in the tables that follow represents the undiscounted aggregate benefit of 100% base salary continuation for six months after termination by reason of disability and 60% of base salary continuation for an additional 30 months reduced by the maximum annual long-term disability payments under the Company’s disability plan ($180,000). Each executive may also terminate employment under the agreements for good reason (i.e., under circumstances outlined in the agreement and equivalent to constructive termination), and the Company may also terminate the executive without cause. Upon termination for good reason or termination without cause, the executive receives a lump sum benefit equal to the sum of base salary and other compensation earned through the termination date, plus the executive’s pro rata share of his annual incentive compensation for the year of termination determined by reference to the highest annual aggregate annual amounts of bonuses or other cash incentive compensation paid to the executive in any of the three calendar years preceding termination of employment. The executive also becomes entitled to a lump sum payment equal to the sum of (i) three times the highest total compensation paid to the executive during the three preceding years, including bonuses, cash, and stock compensation, and other amounts reported on the executive’s FormW-2 (but excluding income realized from the exercise or disqualifying disposition of stock options); and (ii) three times the average amount contributed by or allocated to the executive under alltax-qualified benefit plans during the three preceding years. The executive also receives continued medical, dental, and life insurance benefits for a period of 36 months following termination of employment. In addition, if the executive’s termination of employment for good reason or without cause occurs on or after the effective date of a change in control, as defined in the agreement, all stock awards and stock options will accelerate and vest in full as of the executive’s termination date. If the executive terminates employment due to disability or death within one year after the occurrence of a change in control or within one year after the commencement of preliminary steps leading to an eventual change of control, with the actual change in control taking place within two years after the executive’s termination of employment, the executive or his estate will receive the severance benefits described above, in the same manner as if the executive had terminated employment with good reason. Section 280G of the Internal Revenue Code of 1986 provides that payments or benefits contingent upon a change in control that equal or exceed three times an executive’s “base amount” (i.e., three times average annual taxable compensation over the five taxable years preceding the change in control) are “excess parachute payments.” Under Section 4999 of the Code, an executive who receives an excess parachute payment is subject to a 20% excise tax on the amount received in excess of the base amount, and the Company is unable to deduct a corresponding amount. In the event that any payments or benefits provided to the executives are subject to the excise tax, the employment agreements provide the executives with indemnification for these excise taxes and any additional income, employment, and excise taxes imposed as a result of the initial indemnification payment.   Page 43 ➢ EXECUTIVE COMPENSATION TABLES      Potential Payments Upon Termination or Change in Control   Ø Potential Payments Upon Termination or Change in Control The following table provides information on the estimated post-termination payments and benefits available to each executive in the event of their termination of employment as of December 31, 20182019 in the indicated circumstances:               Termination Without Cause or For Good Reason ($)      Disability ($)      Code Section 4999   Indemnification (1)   ($)     Joseph R. Ficalora                Cash severance      $ 33,615,807      $ 3,750,000      $ 20,619,694 In-kind benefits            50,000              50,000            Robert Wann                Cash severance        16,351,035        2,850,000        8,496,649 In-kind benefits            50,000              50,000            Thomas R. Cangemi                Cash severance        11,158,455        2,100,000        5,441,926 In-kind benefits            75,000              75,000            James J. Carpenter                Cash severance        9,926,202        1,905,000        4,431,031 In-kind benefits            50,000              50,000            John J. Pinto       ��        Cash severance        7,323,006        1,305,000        3,226,525 In-kind benefits            75,000              75,000          Page 46 executive compensation TABLES       Termination Without Cause or For Good Reason ($)     Disability  ($) Code Section 4999 Indemnification(1) ($) Joseph R. Ficalora                 Cash severance      $33,376,773       $3,750,000 $25,377,982 In-kind benefits      60,000       60,000           Robert Wann                  Cash severance      16,455,954       2,850,000 10,421,128 In-kind benefits      60,000       60,000           Thomas R. Cangemi      11,158,455           Cash severance           11,158,455       2,100,000 6,590,504 In-kind benefits      80,000       80,000           James J. Carpenter                            Cash severance      9,845,199       1,905,000 5,244,763 In-kind benefits      80,000       60,000           John J. Pinto                  Cash severance      7,863,006       1,305,000 3,943,257 In-kind benefits      80,000       80,000   (1) The tax indemnification right is triggered only in the context of the executive’s involuntary termination of employment or voluntary termination of employment for good reason following a change in control of the Company and only if the executive’s severance payments and benefits, when aggregated with other payments and benefits made or provided in connection with the change in control, result in an excess parachute payment under Section 280G. The calculation of the indemnification payment reflected in the table above takes into account possible excess parachute payments triggered under plans or arrangements other than the employment agreements, including the accelerated vesting of restricted stock awards, performance-based restricted stock unit awards and other payments triggered solely by the occurrence of a change in control.   ☐ Accelerated Vesting of Restricted Stock AwardsRSAs and PBRSU In the event of death, disability, or upon the occurrence of a change in control of the Company (as defined in our 2012 Stock Incentive Plan), all unvested shares of restricted stock held by our named executive officers would vest. However, vesting does not accelerate if, absent a change in control, the executive’s employment is terminated by the Company without cause (as defined in the executive’s employment agreement) or if the executive terminates employment voluntarily with good reason (as defined in the executive’s employment agreement). In addition, vesting does not accelerate if the executive’s employment is terminated by the Company with cause or if the executive terminates employment voluntarily without good reason. If a triggering event had occurred on December 31, 2018,2019, the value (based on the $9.41$12.02 closing price of the Common Stock on December 31, 2018)2019) of the unvested shares subject to acceleration would have been as follows: Mr. Ficalora ($5,934,595)5,647,681); Mr. Wann ($2,808,264)2,712,085); Mr. Cangemi ($1,749,027)1,682,680); Mr. Carpenter ($1,588,173)1,534,353); and Mr. Pinto ($1,187,316)1,140,686).   In addition, under the terms of the PBRSU awarded to the NEOs in 2019, upon a change in control of the Company, the awards are deemed to be earned at a level equal to the greater of the level based on the Company’s actual performance relative to the designated performance metrics and bank index group prior to the change in control or at the target level.  If a triggering event had occurred at December 31, 2019, assuming the awards were deemed to be earned at the target level, the value (based on the $12.02 closing price of the Common Stock on December 31, 2019) of the PBRSUs would have been as follows: Mr. Ficalora ($2,210,334); Mr. Wann ($1,085,430); Mr. Cangemi ($670,992); Mr. Carpenter ($611,794); and Mr. Pinto ($453,911).   ☐ Supplemental ESOP Change in Control Benefit Since 1993, the Company has maintained a nonqualified supplemental executive retirement plan in connection with the ESOP to provide certain of our officers with benefits that cannot be allocated to them directly through the ESOP as a result of certain limitations under the Internal Revenue Code. The plan was frozen in 1999 with respect to annual excess benefit allocations. Messrs. Ficalora and Wann received annual excess benefit allocations under the plan from 1993 to 1999 and maintain account balances under the plan related to those allocations. See theNon-Qualified Defined Contribution Plan Benefitstable for additional information. information. The plan was amended in December 2002 to add Mr. Cangemi as a participant but only with respect to the separate change in control provision described below. In the event of a change in control of the Company (as defined in the plan), Messrs. Ficalora, Wann, and Cangemi would be credited with the value of the allocations they would have received under the plan had it been in effect on an annual basis since 1999 (2002 for Mr. Cangemi).  The change in control benefit would also be adjusted to reflect stock dividends and the reinvestment of cash dividends over the same period.  Assuming a change in control had occurred at December 31, 2018,2019, the value of the additional benefits payable under the plan (based Page 47 executive compensation TABLES (based on the $9.41$12.02 closing price of the Common Stock on December 31, 2018)2019) would have been follows: Mr. Ficalora ($8,963,448)12,176,452); Mr. Wann ($1,845,727)2,527,481); and Mr. Cangemi ($754,432)1,041,833).   Page 44 ➢ EXECUTIVE COMPENSATION TABLES      CEO Pay Ratio   ØCEO Pay Ratio The Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC regulations require us to report information about the ratio between the annual total compensation of our median employee and Mr. Ficalora, our Chief Executive Officer.  For 2018,2019, our last completed fiscal year:   ☐ ✓ Mr. Ficalora’s annual total compensation was $4,571,690.$7,640,224.   ☐ ✓ The annual total compensation of the employee we identified as our median employee was $53,654.$82,420.   ☐ ✓ Based on the foregoing, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 8593 to 1. We used the following methodology to identify our median employee and determine our median employee’s total compensation:   ☐ ✓ We selected December 31, 20182019 as our determination date.  As of December 31, 2018,2019, we had 3,0902,953 employees, including all full time, part-time, seasonal and temporary employees.   ☐ ✓ As permitted by SEC regulations, we selected a “consistently applied compensation measure” to identify our median employee.  The compensation measure we used to identify our median employee was “gross pay” as reported on the IRS FormW-2 issued to employees for federal tax purposes.  We used gross pay since this measure applies uniformly to all of our employees.  We annualized gross pay for full-time and part-time employees who did not work for us the entire year.  No full-time equivalent adjustments were made for part-time employees. Applying this methodology, the compensation of our median employee was $53,654.   ☐ ✓ After identifying the median employee, an assistant branch manager, we analyzed the median employee’s total compensation by applying the methodology applicable to determining our CEO’s total compensation in the Summary Compensation Table, subject to the adjustment described below.  Based on this analysis, the annual total compensation of our median employee was $82,420. ✓ In calculating the annual total compensation of the median employee, we included the amount of the Company’s contribution to the employee’s health care coverage expense, which we believe is a significant component of the compensation package we offer to our employees, This amount is in addition to the amount we calculated in accordance with the rules for the Summary Compensation Table. Because we included this amount in the annual total compensation of the median employee, we also included it in calculating the CEO’s annual total compensation for pay ratio purposes, although SEC rules permit us to exclude this amount from the Summary Compensation Table because the benefit is available generally to all eligible employees. Therefore, the CEO’s annual total compensation for pay ratio purposes differs slightly from the amount reported for the CEO in the Summary Compensation Table. The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC regulations.  Our peers may report pay ratios that are not directly comparable to ours as a result of differences in the composition of each company’s workforce and the assumptions and methodologies used in calculating the pay ratio as permitted by SEC regulations.   Page 4548 proposals to be voted on at the meeting PROPOSALS TO BE VOTED ON AT THE MEETING      Proposal 1:  Election of Directors   PROPOSAL 1:     ELECTION OF DIRECTORS All persons standing for election as directors were unanimously nominated by the Nominating and Corporate Governance Committee of the Board of Directors.  No person being nominated as a director is being proposed for election pursuant to any agreement or understanding between any such person and the Company.   The Board of Directors currently consists of 11 members. All directors presently serve as directors of the Company and the Community Bank.  Directors of the Company Board are elected for staggered terms of three years each, with the term of office of one of the three classes of directors expiring each year.  Directors serve until their successors are elected and qualified.   The Board of Directors currently consists of 11 members. All directors presently serve as directors of the Company and the Community Bank. Directors of the Company Board are elected for staggered terms of three years each, with the term of office of one of the three classes of directors expiring each year. Directors serve until their successors are elected and qualified. The nominees proposed for election at this year’s Annual Meeting are Michael J. Levine, Ronald A. Rosenfeld,Dominick Ciampa, Leslie D. Dunn, Lawrence J. Savarese,Rosano, Jr., and John M. Tsimbinos.Robert Wann.       The Nominating and Corporate Governance Committee approved, and recommended to the Board of Directors, the director nominees standing for election at the 20192020 Annual Meeting.  All of the nominees proposed for election at the 20192020 Annual Meeting are current members of the Board, and the Company received no nominations from shareholders for the election of directors to the Board.

In the event that any such nominee is unable to serve or declines to serve for any reason, it is intended that the proxies will be voted for the election of such other person as may be designated by the Nominating and Corporate Governance Committee of the Board of Directors.  The Board of Directors has no reason to believe that any of the persons named will be unable or unwilling to serve.  If a nominee is not elected by the requisite vote, he must tender his resignation, and the Board of Directors, through a process managed by the Nominating and Corporate Governance Committee, will decide whether to accept the resignation.It is intended that the shares represented by the enclosed proxy card, if executed, dated, and returned without voting instructions, will be voted “FOR” the election of each of the nominees proposed by the Board of Directors.

 

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