☐ ☐ NOTICE OF NYCB2022. respond to any questions you may have. DATE AND TIME: PLACE: ITEMS OF BUSINESS: 2022; provide for shareholder action by written consent; WHO CAN VOTE: VOTING: MEETING ADMISSION: DATE OF DISTRIBUTION: By Order of the Board of Directors, 1, 2022 8 Proposal 2 Proposal 3 Proposal 4 Proposal 5 multiple service. shares. 2021. performance. The Awards were made at the target level. qualifications and experience and appointed him to the Audit and Risk Assessment Committees of the Board. SHAREHOLDER OUTREACH AND RECENT INITIATIVES 105 different institutions that consisted of 13 industry conferences and four NDR investment meetings. were necessary. What we heard Our Response Some shareholders favor declassification of the Board of Directors, while others favor a Board whose members are elected in multiple classes over three The Board of Directors should seek to refresh its members from time to time so that its composition reflects an appropriate mix of individuals by tenure, skills, expertise, experience, age, and gender in connection with current and future Company business re-election with the combined average percentage being 93% of the votes cast. website (www.myNYCB.com) and its direct banking website (www.MyBankingDirect.com) meeting the rising needs of our Spanish-speaking customer base. Majority Voting for Proxy Access for Independent Presiding Code of Business Conduct and Annual Board & Committee Risk Assessment Claw Back Board Member and Executive Ownership of Anti-Pledging and No Poison Further, include: Proxy Access Whether the individual meets the requirements for independence;☒ ☐☐ Confidential, for Use of the Commission Only (as permitted by Rule 14-a6(e)(2)) ☒☒ ☒☐Fee computed on table below per Exchange Act Rule 14a-6(i)(4), and 0-11.(1)Title of each class of securities to which transaction applies:(2)Aggregate number of securities to which transactions applies:(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):(4)Proposed maximum aggregate value of transaction:(5)Total fee paid:☐materials.materials☐ ☐Check box if any part of the fee is offset as providedRule 0-11(a)(2)Rules 14a-6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.(1)Amount previously paid:(2)Form, schedule or registration statement no.:(3)Filing party:(4)Date filed:0-11 
Notice of AnnualMeeting of Shareholders3, 20201, 2022
April 24, 2020
safety of our stockholders is important to us, and given the current guidance by public health officials surroundingCOVID-19 and group gatherings, the Annual Meetingmeeting will be held in a “virtual meeting” conducted exclusively via“virtual” format through a live webcast on Wednesday, June 3, 2020,1, 2022, at 10:00 a.m. Eastern Daylight Time. You will be able to attend the Annual Meeting, vote, and submit questions by visiting www.virtualshareholdermeeting.com/NYCB2020.describedescribes the formal business to be transacted at the Annual Meeting.Meeting, including with respect to the Company’s corporate governance, executive compensation, and other matters arising during a most extraordinary year.
officersI plan to continue cultivating our service-focused culture as a basis for the trust upon which our strength is built, including as we transition to a more modern and diverse banking platform capable of delivering innovative, differentiated experiences that meet the changing demands and expectations of consumers.as well as representatives of KPMG LLP, the Company’s independent registered public accounting firm, will be presentI encourage you to respond to any questions you may have.On April 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 2019 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,by signing, dating, and returnreturning the enclosed proxy card promptly, or voteby voting 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.In lighton-going developments related to coronavirus(COVID-19) and after careful consideration, New York Community Bancorp, Inc., as well as representatives of KPMG LLP, 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 shareholdersCompany’s independent registered public accounting firm, will be affordedpresent at the same rightsmeeting and opportunitieswill be pleased to participate in the annual meeting as they would at anin-person meeting.Sincerely,
Thomas R. Cangemi Dominick CiampaJoseph R. Ficalora Chairman of the Board President and Chief Executive Officer 
MEETING NOTICE 
Hanif “Wally” Dahya Presiding Director 20202022 ANNUAL MEETING OF SHAREHOLDERS Wednesday, June 3, 20201, 2022 at 10:00 a.m., Eastern Daylight TimeTime. The 20202022 Annual Meeting of Shareholders of New York Community Bancorp, Inc. (the “Company”) will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/NYCB2020NYCB2022. fourthree directors to three-year terms;2020;and Bylaws of the Company in order to eliminate the supermajority voting requirements; Approval of the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan;6) To consider a shareholder proposal requesting Board action to eliminate the classified Board by amendingapproving amendments to the Amended and Restated Certificate of Incorporation of the Company as described in the accompanying Proxy Statement, if properly presented at the meeting;7) To consider a shareholder proposal regarding director ageCompany; and term limits as described in the accompanying Proxy Statement, if properly presented at the meeting; and8) You are entitled to vote if you were a shareholder of record at the close of business on Tuesday, April 7, 2020.5, 2022. We urge you to participate in the meeting, either by attending and voting in person or by voting as promptly as possible by telephone, through the Internet, or by mailing your completed proxy card (or voting instruction form, if you hold your shares through a broker, bank, or other nominee). Each share is entitled to one vote on each matter to be voted upon at the annual meeting. Your vote is important and we urge you to exercise your right to cast it. To be admitted to the meeting at www.virtualshareholdermeeting.com/ NYCB2020,NYCB2022, you must enter the control number found on the proxy card, voting instruction form, or notice you received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.20192021 ANNUAL REPORT: A copy of our 20192021 Annual Report to Shareholders, including the Annual Report on Form10-K for the fiscal year ended December 31, 2019,2021, accompanies this Notice and Proxy Statement. This Notice, the Proxy Statement, and the proxy card are first being made available or mailed to shareholders on or about April 24, 2020.22, 2022.
R. Patrick Quinn Chief Corporate Governance Officer,3, 202020192021 Annual Report to Shareholderswww.proxyvote.com.www.proxyvote.com.1 6 PROXY SUMMARY 12 12 13 14 15 18 22 22 23 24 25 25 25 28 28 30 37 39 40 47 49 54 55 55 57 58 59 59 60 61 62 65 66 70 71 72 A-1 B-1 20192021 performance, please review our 20192021 Annual Report onForm 10-K, which accompanies this document.Voting Matters: Voting Matters:Recommendationof the Board:Proposal 1 The election of fourthree directors to three-year terms.FOR ALL Ratification of the appointment of KPMG, LLP as our independent registered public accounting firm for 2020.2022.FOR FOR Approval, on anon-binding advisory basis, of New York Community Bancorp, Inc.’s Named Executive Officer compensation. FOR FOR A proposal to amend the Amended and Restated Certificate of Incorporation and Bylaws of the Company in order to eliminate the supermajority voting requirements.provide for shareholder action by written consent.FOR FOR Approval of the New York Community Bancorp, Inc. 2020 Omnibus Incentive Program.FORProposal 6A shareholder proposal requesting Board action to eliminate the classified Board by amendingamend the Amended and Restated Certificate of Incorporation as describedof the Company in order to phase out the accompanying Proxy Statement, if properly presented atclassification of the meeting.Board of Director and provide instead for the annual election of directors.AGAINSTNEUTRAL Proposal 7A shareholder proposal requesting Director Age and Term Limits as described in the accompanying Proxy Statement, if properly presented at the meeting.AGAINSTCompany Profile: Company Profile:thriftsavings bank holding company in the nation and New York Community Bank is one of the leading thrift depositories in most of the markets we serve. Our roots go back to 1859, when we were chartered by the State of New York in Queens, a borough of New York City. Since then, we have grown from a single branch in Flushing to 238237 branch offices in five states.Westbury,Hicksville, NY, New York Community Bancorp, Inc. is a leading producer of multi-family loans onnon-luxury, rent-regulated apartment buildings in New York City, and the parent of New York Community Bank. At December 31, 2019,2021, the Company reported assets of $53.6$59.5 billion, loans of $41.7$46 billion, deposits of $31.7$35.1 billion, and shareholders’ equity of $6.7$7.0 billion.
originate multi-family loans onnon-luxury apartment buildingscompete for depositors in New York City that are subjectthese diverse markets by emphasizing service and convenience, with a comprehensive menu of traditional and non-traditional products and services, and access to rent regulation and feature below-market rents.• We grow through accretive acquisitions of other financial institutions, branches, and/or deposits.• We are alow-cost provider, resulting in our having an efficient operation.Page iPROXY SUMMARY Performance Highlights:• In 2019,2021, our Company reported net income available to common shareholders of $362.2$563 million, or diluted earnings per common share of $0.77.$1.20. This represents a return on average tangible assets of 0.80%1.12% and a return on average tangible common equity of 9.70%14.61%.
Performance Highlights (cont’d) $317.4$315.9 million for our common shareholders. As of the record date for the Annual Meeting, this reflected a 7.4%6.5% dividend yield on our stock.During 2019,Reflecting our profitability – and our capital position – we executed onhave distributed $6.7 billion of quarterly cash dividends over the past 108 quarters and repurchased $1.2 billion of our strategy to grow our loan portfolio, reinvest our cash position into higher yielding assets, and significantly reduce our operating expenses.$90$107.2 billion, including $6.0$8.3 billion in 2019.$21.5$23.4 billion, including $1.2 billion$892.9 million in 20192021 alone.2019,2021, we recorded a mere 104107 basis points of losses (cumulative charge-offs as a percent of average loans), in contrast to an industry average of 2,3452,454 basis points during the same time.2019,2021, our average efficiency ratio was 39.9%, in contrast to the 60.54%60.74% industry average (as reported by S&P Global Market Intelligence).• Reflecting our profitability – and our capital position – we have distributed $6.1 billion of quarterly cash dividends over the past 103 quarters and repurchased more than $1.2 billion of our shares.Executive Compensation Highlights: reviewed the base salaries ofrevised our named executive officers in March 2019annual cash incentive plan for senior management to incorporate budget-based, weighted targets for operating earnings and March 2020 and did not make any adjustments.ROAA. The Committee determined that the current base salary levels were competitive and provided an appropriate benchmark for establishing award opportunities under the Company’s incentive programs.• Our executive incentive compensation program is designedalso added a strategic/qualitative scorecard to encourage our executives to deliver superior financial results and strong shareholder returns, both on an annual basis and over the long-term. Fiscal year 2019 was the first year in which the Compensation Committee fully implemented the revised executive incentive compensation program developed in 2018. The Committee’s careful consideration of material concerns raised by shareholders and proxy advisory groups about the prior program resulted inprovide a complete revisionmore holistic assessment of the Company’s short- and long-term incentive plans to improve the alignment of these plans with similar plans in place at peer institutions and with industry best practices.2019 program was consistent with the revised program developed by the Compensation Committee in 2018 and included the following:• A short term cash incentive plan that measured Company performance based on one absolute metric (budgetedpre-tax operating earnings) with a 50% weighting and two metrics (efficiency ratio and return on average tangible assets) weighted 25% each that consider Companyrecorded results relative to a designated peer group. As reflected in the Executive Compensation Table on page 41,under the new program resulted in a payout of 106.44% of target paid in 2020. The payout reflected an adjustment authorized by the plan based on the Company’s relativeone-year total shareholder return rankingdesign at the 90th percentile ofstretch level.peer group.• A2021 long-term equity incentive plan withwhich had two components: (i) an award of time-based vested restricted stock with three-year vesting and (ii) a three-year (2019-2021)(2021-2023) performance-based equity award with payouts based on the Company’s performance with respect to two metrics (earnings per share growth and return on average tangible common equity) relative to an industry index group.20192021 executive compensation program, seeCompensation Discussion and Analysis in this Proxy Statement.Governance Highlights: 82%70% of our Board members satisfy New York Stock Exchange independence standards, and each of the Compensation, Audit, and Nominating and Corporate Governance Committees are comprised wholly of independent directors.Chairman and our Presiding Director are independent directors, and our Presiding Directorrecently welcomed a new member, Marshall J. Lux, who has significant governance responsibilities.By-laws Bylaws provide for “proxy access,” allowing eligible shareholders to include their own nominees for director in the Company’s proxy materials.monthlyquarterly basis and oversees a robust and exacting enterprise risk management program.Page iiiCommunity Support: Bylaws to Eliminate the Supermajority Voting Requirements64677778Proposal 7: Shareholder Proposal Regarding Director Age and Term Limits8183Appendix A: Discussion and Reconciliation of GAAP andnon-GAAP Financial MeasuresA-1B-1Bank Foundation and Richmond County Savings Foundation, with the following notable highlights: INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIESWhy 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 of New York Community Bancorp, Inc. (the “Company”) will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/NYCB2020 on June 3, 2020 at 10:00 a.m., Eastern Daylight Time (the “Annual Meeting”). This proxy statement is being sent to you because the Board of Directors (the “Board of Directors” or “Board”) of 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 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 7, 2020. The 2019 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, 2019 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’s independent registered public accounting firm for 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 2019 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.Page 1INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES Proposal 4: Eliminate the current supermajority voting requirements by approving amendments to the Amended and Restated CertificateIncorporation 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 4, a proposal to eliminate the charter document supermajority voting requirements for certain matters to be replaced by a majority of votes cast, or entitled to be cast, voting requirement, as applicable, on matters to be brought before the Company’s shareholders. In connection with 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 brokernon-votesContents 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 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 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 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.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 7) without your specific instructions.Who may vote and what constitutes a quorum at the meeting?The close of business on April 7, 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” 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 463,958,344.Page 2
INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES How do I vote?A shareholder may vote online during the Annual Meeting by visiting 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:
Mail: If you received your proxy materials by mail, you may vote by completing, signing, and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope. You are urged to indicate your votes in the spaces provided on the proxy card.
Internet: You may access the proxy materials on the Internet atwww.proxyvote.comand follow the instructions on the proxy card or on the Notice of Internet Availability.
Telephone: You may call toll free at1-800-690-6903 and follow the instructions on the proxy card or on the Notice of Internet Availability.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.Please be aware that if you vote over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible. The Internet and telephone voting facilities for eligible shareholders of record will close at 11:59 p.m., Eastern Daylight Time, on June 2, 2020.Your vote as a shareholder is important. Please vote as soon as possible to ensure that your vote is recorded.How are the proxy materials delivered?The Company is again reducing its costs by taking advantage of SEC rules that allow companies to furnish proxy materials to shareholders primarily through the Internet. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to shareholders who (i) own shares directly in the Company (“shareholders of record”) and not through a broker, bank, or intermediary directly to their mailing address unless they have directed the Company to provide the materials in a different manner or (ii) hold shares of Common Stock through the Company’s stock-based benefit plans. SeeBenefit Plan Voting below. Shareholders whose shares are held for them by brokerage firms, banks, or other intermediaries (“beneficial owners”) will have the proxy materials or the Notice forwarded to them by the intermediary that holds their shares. The Notice provides instructions on how to access and review all of the important information contained in the Company’s proxy statement and 2019 Annual Report to Shareholders, as well as how to cast your vote, over the Internet.Shareholders who receive the Notice and who would still like to receive a printed copy of the Company’s proxy materials, including the 2019 Annual Report to Shareholders, can find instructions for requesting these materials included in the Notice. The Company plans to mail the Notice to shareholders on April 24, 2020.What is a brokernon-vote?If you hold your shares in “street name” (i.e., through a broker, bank, or other nominee), it is critical that you cast your vote if you want it to count in the election of directors. SEC regulations currently prohibit brokers or nominees to vote your uninstructed shares in the election of directors on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors, with respect to the proposal to approve, on anon-binding advisory basis, the Company’s named executive officer compensation, with respect to the Company’s 2020 Omnibus Incentive Plan, or with respect to any of the shareholder proposals, if properly presented, no votes will be cast on your behalf with respect to these matters. These uncast “votes” are referred to as brokernon-votes. Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2).Page 3INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES What effect do brokernon-votes and abstentions have?A broker or other nominee may generally vote your shares without instruction on routine matters, but not onnon-routine matters. A broker“non-vote” occurs when your broker submits a proxy for your shares, but does not indicate a vote for a particular“non-routine” proposal (such as Proposals 1 and 3 through 7) because your broker does not have your authority to vote on that proposal and has not received specific voting instructions from you. Brokernon-votes are not counted as votes for or against the proposal in question or as abstentions, nor are they counted to determine the number of votes present for anon-routine proposal. However, when a proposal requires the affirmative vote of a percentage of the Company’s outstanding shares entitled to vote in order to be approved (such as Proposal 4), a brokernon-vote will have the same effect as a vote against the proposal.If you abstain from voting on Proposals 1 and 3 through 7, your vote will be counted as present for determining whether a quorum exists but will not be treated as cast for or against that matter.What if I sign and date my proxy but do not provide voting instructions?Proxies solicited by the Board of Directors of the Company will be voted in accordance with the directions given therein. If you are a shareholder of record and do not provide voting directions, signed and dated proxy cards will be voted as follows:FOR the election of each of the nominees for director named in this proxy statement;FOR the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company;FOR approval of the Named Executive Officer compensation;FOR the approval of amendments to the Amended and Restated Certificate of Incorporation and Bylaws of the Company eliminating the supermajority voting requirements to be replaced with a majority of the votes cast, or entitled to be cast, voting requirement, as applicable;FOR the approval of the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan;AGAINST approval of a shareholder proposal, if properly presented; andAGAINST approval of a shareholder proposal, if properly presented.Other than the matters listed on the attached Notice of 2020 Annual Meeting of Shareholders, 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.Page 4INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES What is the admission policy for the Annual Meeting?Attendance at the Annual Meeting is limited to:(1) shareholders of record of Common Stock;(2) beneficial holders of Common Stock; and(3) authorized representatives of entities who are beneficial holders of Common Stock.You will be able to attend 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 the16-digit control number included on your Notice, proxy card or voting instruction form. The meeting webcast will begin promptly at 10:00 a.m., Eastern Daylight Time. We encourage you to access the meeting prior to the start time. Onlinecheck-in will begin at 9:00 a.m., Eastern Daylight Time, and you should allow ample time for thecheck-in procedures. If you encounter any difficulties accessing the virtual meeting during thecheck-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.What is the Limit on voting securities?As provided in the Company’s Certificate of Incorporation, holders of Common Stock who beneficially own in excess of 10% of the outstanding shares of Common Stock (the “Limit”) are not entitled to any vote with respect to the shares held in excess of the Limit. A person or entity is deemed to beneficially own shares owned by an affiliate of, as well as by, persons acting in concert with such person or entity. The Company’s Certificate of Incorporation authorizes the Board of Directors (i) to make all determinations necessary to implement and apply the Limit, including determining whether persons or entities are acting in concert, and (ii) to demand that any person who is reasonably believed to beneficially own stock in excess of the Limit supply information to the Company to enable the Board of Directors to implement and apply the Limit.Based solely on information in reports filed with the SEC, certain persons or entities are known by management to be the beneficial owners of more than 5% of the outstanding shares of Common Stock as of the Record Date and in some cases have indicated beneficial ownership of up to 10% of the Common Stock outstanding as of that date. If such owners were to increase their holdings above 10% or if other shareholders were to acquire beneficial ownership of shares in excess of that amount, they would not be entitled to any vote with respect to the shares held in excess of 10%.Proxies solicited hereby will be tabulated by inspectors of election designated by the Board of Directors. The inspectors of election will not be employed by, or be directors of, the Company or any of its affiliates.Active employee-participants in the Company benefit plans who hold Common Stock will receive ane-mail that contains a link to this proxy statement, along with procedures to follow in order to vote the shares of Common Stock credited to each participant’s account under the Company benefit plans and the shares of Common Stock (if any) held independent of the Company benefit plans. Retired and inactive employee-participants will receive their proxy materials via U.S. mail. Benefit plan voting instructions will be delivered to the trustee for the Company benefit plans and the shares will be voted as directed by participants. Shares for which no voting instructions are provided or are not timely received by the Company will be voted by the trustee for the Company’stax-qualified plans holding Common Stock in the same proportion as the voting instructions the trustee receives from other participants or, in the case of the Company’s equity incentive plans, as directed by the Company. Benefit plan voting instructions must be received by 11:59 p.m., Eastern Daylight Time, on May 28, 2020.Page 5INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES The following table sets forth information as to those persons or entities known by management to be beneficial owners of more than 5% of the outstanding shares of Common Stock on April 7, 2020. Other than those persons or entities listed below, the Company is not aware of any person or entity or group that beneficially owned more than 5% of the Common Stock as of that date.Name and Address ofBeneficial OwnerAmount and Nature of BeneficialOwnershipPercent of ClassBlackRock, Inc.55 East 52nd StreetNew York, NY 1005552,891,672(1)11.3%Barrow Hanley Mewhinney & Strauss, LLC2200 Ross Avenue, 31st FloorDallas, Texas 7520149,929,144(2)10.68%The Vanguard Group100 Vanguard BoulevardMalvern, Pennsylvania 1935543,292,845(3)9.26%(1)Based solely on information filed in a Schedule 13G/A with the SEC on February 10, 2020.(2)Based solely on information filed in a Schedule 13G with the SEC on March 10, 2020.(3)Based solely on information filed in a Schedule 13G/A with the SEC on February 12, 2020.Page 6our CEO, Chief Financial Officer, and other senior members of our management team conduct regular investor communications, including conferences,non-deal road shows (NDR) 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. CEO and Chief Financial Officer, met with shareholders at 13 investment conferences and held 26 investor meetings in person or by teleconference during the last 12 months. In total, management met with 273 shareholders or prospective shareholders from 120 discrete institutions.a memberthe chair of the Board’s Compensation Committee, Audit Committee Chairman, and other independent membersthe chair of the BoardBoard’s Nominating and Corporate Governance Committee 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 solicit feedback from institutional investors that is taken into account by the Board in making strategic and other corporate governance and compensation decisions.2020,2022, we contacted our 25 largest stockholders,shareholders, who represented approximately 66.13%44% of our then-outstanding shares. Of those contacted, investors representing over 23%22% of the then-outstanding shares made themselves available to speak with us, including 3responded, and we were pleased that this group of our 10 largest shareholders. The 3 largest shareholders included twoexpressed a very positive view of the top 3 shareholders listed on page 6.Not all investors we spoke with expressed the same views about each topic discussed during our calls, but we listened carefully to eachCompany 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 (seeEngaging with Our Shareholders in theCompensation Discussion and Analysis section of this proxy statement beginning on page 22).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.Page 7SHAREHOLDER OUTREACH AND RECENT INITIATIVES The Board was particularly disappointed in the vote against our 2018say-on-pay 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 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, shareholder voting processes, corporate governance, and disclosure matters, was shared with the Compensation Committee and the full Board. In response, the Board in 2018 undertook to refresh the Compensation Committee and restructure our executive compensation plans to their current form, as described belowpay program and in ourCompensation Discussion and Analysis beginning on page 22. Shareholder feedback has been an essential element of the Committee’s evaluation of revisions to the program. While many of the outreach sessions ranged beyond executive pay to topics including the Company’s business and strategy, common themes relating to executive pay did emerge from these discussions.In 2020, although management held manynot feel that individual meetings and direct conversations with investors, various circumstances, including those relating to the emergence of theCOVID-19 pandemic, led many of our institutional investors to decline our requests to conduct outreach discussions with their governance teams.last two2020 and 2021 annual shareholder meeting cycles: The Board members should have a deepShareholders emphasized concerns regarding the ways the Company can help protect the environment and thorough understanding of the Company’s business model and operations.✓The Board members each have significant knowledge and experiencealso further social goals, including diversity in our principal business areas, includingboard and our core real estate and real estate finance businesses. Our Board members maintain active oversight of the Company’s operations, meeting on a weekly basis to review lending activity in our core multi-family, commercial residential real estate, and other lending businesses and meeting on a monthly basis to review the full scope of operational, governance, credit, risk management, and other matters important to our condition and performance.workforce Shareholders who have a meaningful interest in voicing proposals in the best interests of the Company should have the opportunity to have their proposals published in the Company’s proxy statement.✓√ The Company Bylaws include “proxy access” provisions allowing eligible shareholders (those owning at least 3% ofis examining additional ways to improve its energy use and carbon emissions in our operations and also ways we can help our borrowers do the Company’s Common Stock)same. Among other things, management has established an ESG working group to include their own nominees for director inevaluate and assess the Company’s proxy materials.many ways that we are impacted by these concerns.The Company should maintain a robust and comprehensive risk management program, incorporating rigorous oversight by the Board of Directors.✓Our Board has maintained an active Risk Assessment Committee that meets each month and oversees a broad-based risk management program led by an experienced Chief Risk Officer and in accordance with requirements for exacting standards for U.S. Bank Holding Companies under the Dodd-Frank Act.years.√ ✓Proposal 6 reflectsIn 2021, the Board proffered a shareholder proposal to eliminatephase out the classified Boardclassification of the board of directors by amending the Amended and Restated Certificate of Incorporation of the Company. Based in part upon feedback from our investors,The proposal did not receive the Board believes that the declassification proposal is not in the best interestsaffirmative support of the Company (seeThe Board’s Statement in Oppositionpercentage of the Company’s outstanding shares required for the proposal to Proposal 6 beginning on page 78).pass. Our Board, consistent with its fiduciary duties, continues to regularly reexamine its position with respect to our classified board structure.needs.✓√ The Board maintains a policy to consider a mix of individuals by tenure, skills, expertise, experience, age, gender, race, and ethnicity in connection with current and future Company business needs. The In 2021, the Board should be composedformed a Board Development Subcommittee of individualsthe Nominating and Corporate Governance Committee to identify, assess, and make recommendations regarding new prospective candidates for membership on the Company and New York Community Bank Boards with a focus on finding qualified candidates who bring a varietycan fulfill the Board’s commitment to pursuing diversity as represented by age, gender, ethnicity, professional background and other considerations at every level of relevant skillsthe Company and experience to their position. ✓Our Board of Directors is comprised of individuals possessing a well-rounded variety of skills, knowledge, experience and perspectives and who have unique perspectives on our business, all of which are listed in enhanced proxy statement disclosures, including Board skills, recruitment and related matters. (Additional disclosure regarding our Directors’ skill sets and how they align with our corporate strategy appears on page 50 of this proxy statement).The Company should plan for succession in senior management positions.✓Formal succession plans are maintained for the Chief Executive Officer and other Named Executive Officers as well as for certain other senior Company officers, and the NEO plans are reviewed at least annually by the Board of Directors.3025 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’s executive compensation program engages and aligns with the Company’s performance.20192021 Annual Meeting – - At our 20192021 annual meeting of shareholders, MichaelThomas R. Cangemi, Hanif “Wally” Dahya, and James J. Levine, Ronald A. Rosenfeld, Lawrence J. Savarese, and John M. TsimbinosO’Donovan werere-elected to the term of the Board that expires at the 20222024 annual meeting of shareholders. AllEach received thean affirmative vote of more than 90%80% of the votes cast for theirre-election.8575 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 1922 of this proxy statement.Community Support – Service to our customerscommunity is an important partenvironment. Additionally, like other public companies, we have begun the process of exploring new and more precise measurements of the New York Community Bankenvironmental impacts of our business and ways to better address changing social and governance interests of our 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: ✓➢Annually,ESG Progress and OpportunitiesRecent Progress Opportunities in Progress and on the Horizon Environmental Social the Foundations contribute more than $3 millionunbanked consumers through grants, employee giving, sponsorships, pro bono, andin-kind donations.✓New Yorkstandard account features that are low-cost, with robust transaction capabilities.employees volunteered 2000 hours for community organizations in 2019.✓More than 100 Bank employees have leadership roles within community organizations.✓Employees participated in more than 700 community events in 2019.✓$92$97 million in grants to more than 5,8006,200 community organizations since 2000, including $14.6$17 million for health and human services $12.7(e.g., Person Centered Care Services, On Your Mark), $13.2 million for education $15.8(e.g., SUNY Empire State College-Black Male Initiative, Girls Inc. of Long Island, CSJ Learning Connection, The Grace Foundation), $16.8 million for civic and community organizations (e.g., Urban League of Long Island, Urban League of Greater Phoenix, Habitat for Humanity, Legal Service for NYC), and $15.4$16 million for arts and culture.culture (e.g., Hofstra University National Center for Suburban Studies, Women’s Diversity Network).✓The Community Bank’scontributescontributed nearly $1.0 million annually to community organizations.Governance and Disclosure The Community Bank provides multi-family lending➢ Environmental borrowersmaking a positive impact every day, and we know that being a good steward of the Earth’s natural resources is an essential part of being a good corporate citizen and improving the future of those we serve. To this end, we have taken measures to reduce our environmental impact, including the following:✔ Partnered with New York City’s energy company, Consolidated Edison, in its LED light replacement and exchange program and replaced old fixtures with LED light fixtures at several Community Bank branches; ✔ Upgraded Heating, Ventilation, and Air Conditioner (HVAC) systems to more energy efficient systems at several Community Bank branches and at the Company’s corporate headquarters; ✔ Replaced bottled water with water filtration systems at all corporate and branch locations; ✔ Ensured paper is recycled through vendor shredding program (resulting in approximately 2,858 trees, 804 cubic yards of landfill, 101,804 gallons of oil, 1,875,353 gallons of water, and 1,071,630 kilowatts of energy saved in 2021); ✔ ✔ ✔ Implemented utility use with energy saving smart technology at the Company’s corporate headquarters and throughout the Community Bank’s branch network; ✔ Replaced and upgraded insulation at corporate headquarters; ✔ Ensured that all offsite records storage vendors are recycling all Company records to be destroyed; and ✔ Developed and deployed virtual collaboration tools to reduce employee travel and commutes. ➢ Human Capital collateral propertiesour industry peers and with other firms in lowthe locations in which we do business. Our employees receive salaries that are subject to annual review and moderate income areasperiodic benchmarking. Our benefits program includes a 401(k) Plan with an employer matching contribution, healthcare and other insurance benefits, flexible spending accounts and paid time off. Many of our employees are also eligible to participate in the Company’s equity award program.serve. The Community Bank’s multi-family lendingdo business. Our company recognizes that the talents of a diverse workforce are a key competitive advantage. To increase diversity within our talent pool, we work with key stakeholders in lowour business locations to deepen our understanding of the local labor market and moderate income areas represents 53%better position the organization to recruit and retain talent within under-represented communities. Additionally, we work with community and professional associations, colleges and universities and non-profits to deepen our understanding and better position our organization to recruit and retain talent within the Asian, Black, Latino, LGBTQ+, people with disabilities, neuro-diverse individuals and talent from other under-represented communities.total loansour employees, and 48%we are proud to share our business success with individuals whose cultural and personal differences support an innovative and productive workplace. Our workforce is 33% male and 67% female and women represent 47% of total loan amount.The Community Bank also provides lendingthe Company’s leadership (defined to include employees at the level of vice president and above). In addition, for borrowersthose employees identifying as such, approximately 49% of our workforce have diverse ethnic backgrounds. Our policies and practices reflect our commitment to diversity and inclusion in the lowworkplace.moderate income areasgender diversity of the communities we serve, including financing for 51%Company’s executives, managers and employees as of the number of loansDecember 31, 2021:Year Female Male Hispanic/Latino White Asian 2021 496 292 112 490 102 2 71 2 9 2020 519 297 109 514 107 2 74 2 8 2019 527 287 109 517 107 3 69 2 7 2018 530 301 102 549 107 3 61 2 7 Year Female Male Hispanic/Latino White Black or African American Native Hawaiian or Pacific Islander Asian American Indian or Alaskan Native Two or More Races 2021 1886 929 477 1433 448 9 393 12 43 2020 1980 968 497 1572 444 8 413 10 49 2019 2025 952 499 1560 465 8 389 10 46 2018 2057 1032 493 1683 462 10 375 10 33 46% of loan amounts that wereincluded annually in the lowCompany’s Equal Opportunity Employment Employer Information Report EEO-1. (2018-2021).moderate areasall of New York where we committedour employees are expected to continuing our leadership roleexhibit and promote honest, ethical and respectful conduct 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 provideworkplace. All of our employees with paid time offmust adhere to volunteer with community organizationsa code of conduct that sets standards for appropriate behavior and encourageall employees are required to complete annual training that focuses on preventing, identifying, reporting and stopping any type of unlawful discrimination.to lead philanthropic initiatives that matter to them. In responseis also of critical importance. Throughout the COVID-19 pandemic, we maintained a remote work model, while implementing additional safety protocols for employees who, due to theCOVID-19 pandemic, the Community Bank has demonstrated nature of their positions, continue to work on-site. We maintain strict compliance with federal, state and local requirements that the health,enhance workplace safety, such as masking and financial well-beingsocial distancing, and we provide employees who either contract or are exposed to COVID-19 with appropriate leave.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 acase-by-caseContents 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 Citynot-for-profit companies that address small business lending needs.Page 9shareholders,various constituencies, focusing on the changing needs for financial institution boardsinstitutions in the current regulatory environment; weenvironment and 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 concernspeers.our large shareholders. In recent years, the Board has adopted various corporate governance policies and practices to address such views and concerns.We haveDirectors maintains 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 1821 for a description of the committee.20192021 are listed in the chart below.as follows:✔ Majority of independent directors; ✔ Board and Governance Information2019 Size of Board11 Number of Independent Directors9 Staggered Election of DirectorsYes Directors✔ Yes Shareholders✔ Yes Separation of the Chairman of the Board and Chief Executive Officer PositionsYes Director✔ Yes Ethics✔ Yes Evaluations✔ Yes Committee✔ Executive Compensation; ✔ Yes Executive CompensationYes Provision✔ Yes Shares✔ Yes Hedging✔ Yes PillYes ✔ Chief Diversity Officer; ✔ Diversity Policy; ✔ Codes of Professional Conduct for Directors, Officers, and Employees; ✔ Anti-Harassment and Anti-Retaliation Policies; and ✔ Statement of Vendor Principles. We will continue to actively monitor, and consider additional changes to, our corporate governance practices in the future.the nineseven of our eleventen directors are “independent” within the meaning of the rules of the New York Stock Exchange including: Dominick Ciampa, Hanif “Wally” Dahya, Leslie D. Dunn, MichaelMarshall J. Levine, James J. O’Donovan,Lux, Lawrence Rosano, Jr., Ronald A. Rosenfeld, and Lawrence J. Savarese, and John M. Tsimbinos.Savarese. 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 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.Directors Levine andDirector RosanoPage 10CORPORATE GOVERNANCE are principals is a principal in, or havehas ownership interests in, organizations that maintain a lending relationshipsrelationship with the Community Bank. These directors haveMr. Rosano has fully disclosed such relationships to the Board, and the Board has determined that the subject loans doloan does not involve more than normal risk of collectability or present other unfavorable features, and werewas 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 two directors areMr. Rosano’s loan is fully performing in accordance with theirits terms. Accordingly, the lending relationshipsrelationship maintained by the Community Bank with Messrs. Levine and Rosanohim would not be inconsistent with a determination that they arehe is an independent directorsdirector of the Company.Directors Levine andDirector Rosano possesspossesses 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 interestsa three-partan efficient and balanced leadership structure, with Mr. CiampaDahya serving as Chairman of the Board of Directors, Mr. Levine serving asindependent Presiding Director and Mr. FicaloraCangemi serving as Chairman, 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 amongbe a synergistic one, with Mr. Dahya and Mr. Cangemi working closely together on governance and other Board-level issues.three leadership positions, with the Chairman overseeing the functioningposition 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.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 allows the CEO to devote the requisite significant time to, and focus on, managing our business and maintaining our financial strength.The Company’s independent Presiding DirectorMr. Dahya functions as a Lead Independent Director, butidentifying strategic priorities to be discussed by the Board, overseeing the Board’s functioning, and helping to ensure that the Board fulfills its stewardship role. 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, presides over periodic executive sessions of the Board in which management directors and other members of management do not participate, 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 programprogram. As a result, the Presiding Director provides a source of Board leadership complementary to, collaborative with, and performs suchindependent of the leadership of the Chairman, President and Chief Executive Officer, which promotes best practices and high standards of corporate governance.functions asimportant governance principles. The Company does not have a formal policy with respect to the separation or combination of the offices of Chairman of the Board directs. Theand CEO. Rather, the Board reassesses the separation of these roles and has the discretion to combine or separate them as it deems appropriate from time to time, which provides the Board with the necessary flexibility to adjust to changed circumstances, including in the context of a merger, as reflected in our merger agreement with Flagstar Bancorp, in which the Board has agreed to assign the role of Chairman to Flagstar’s current President and Chief Executive Officer Alessandro DiNello, upon consummation of the merger.is appointed annually by, and from among, the independent directors.Chairman of the Board: ✔ Calls Board and shareholder meetings ✔ Presides at Board and shareholder meetings ✔ Approves Board meeting schedules, agendas, materials, subject to the approval of the Presiding Director Presiding Director: ✔ Presides at Board meetings in the Chairman’s absence or when otherwise appropriate ✔ Acts as a liaison between independent directors and the Chairman/CEO ✔ Presides over executive sessions of independent directors ✔ Engages and consults with major shareholders and other constituencies, where appropriate ✔ Provides advice and guidance to the CEO on executing long-term strategy ✔ Guides the annual performance review of the Chairman/CEO ✔ Advises the CEO of the Board’s information needs ✔ Guides the annual independent director consideration of Chairman/CEO compensation ✔ Meets one-on-one with the Chairman/CEO following executive sessions of the independent directors ✔ Has the authority to call for a Board meeting or a meeting of independent directors ✔ Guides the self-assessment of the Board ✔ Approves agendas and adds agenda items for Board meetings and meetings of independent directors –- All of the Company’s Board 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 11 Management of risk is important to the success of our operations and business strategies.processprocesses each year and reviewing risks associated with specific business units and corporate functions.strategies and the risks facing the Company;Company and strategies to address these risks; 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.The Risk Assessment Committee also is actively involved in oversightthe Company’s cybersecurity risks.Directors requires regular reporting regarding our information security controls. 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. The Board’s Risk Assessment Committee is actively involved in oversight of the Company’s cybersecurity risks, remaining actively engaged in overseeing the Company’s processes for identifying, assessing, monitoring, and managing cybersecurity risk. Accordingly, we continue to develop policies and utilize technology to protect our information and that of our customers 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 limiteda multitude of techniques to secure our operations and proprietary information, such as the performance of risk assessments for the purpose of identifying and documenting risks and mitigating controls. controls, network monitoring, access controls, and utilization of dedicated security personnel and consultation with third-party experts when necessary. The Chief Information Security Officer provides regular and, when appropriate, operational reports to the Risk Assessment Committee and information security training to all Board members.CISO conductsChief Information Security Officer conducts training and awareness programs for the Board to ensure that the Board remains aware and informed of information security incidents and response plans.alsois responsible for overseeing the Internal Audit Department’s testing of the design and operational effectiveness of our cybersecurity controls and for monitoring our cybersecurity program under the Audit Committee’s risk oversight responsibilities as it relates to financial controls. Regular reporting on cybersecurity is provided to both the Risk Assessment and Audit Committees as well as the Board.mainly through its oversight of the external and internal audit function,functions, which assesses and teststest 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.thecurrent compensation arrangements do not encourage inappropriate risks.advisors, and eachadvisors. Each committee reports back to the full Board and works with all members of the Board to fulfill risk oversight objectives.Page 12 – - 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. The Board’s Nominating and Corporate Governance Committee will promptly consider the director’s resignation and recommend to the 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 publicallypublicly disclose its decision. – - We do not have a shareholder rights plan and are not currently considering adopting one.–- Our Corporate Governance Guidelines formalize certain of the Community Bank’sCompany’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.–- The Board of Directors annually assesses its effectiveness and the operationseffectiveness of its committees, and the contributions of director nominees.committees. 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 possiblecommittees.re-nomination to the Board.–- 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.–- 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 aConduct as well as our Code of Business Conduct and Ethics for the CEO, Chief Operating Officer, and Chief Financial Officer of the Company.Officer. 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.–- 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’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. – - In 2019,2021, the Board met 1215 times in executive session with the CEO and COO present and, in keeping with the Company’s Corporate Governance Guidelines, met twofour times in executive session with no members of management present.–- The Nominating and Corporate Governance Committee has a commitment to diversity, 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 inrequired under the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee has adopted criteria to be used in evaluating candidates for Board membership, under which the Board and the Committee consider:Ø➢Page 13
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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; |
The individual’s understanding of the Company’s business and markets; |
The individual’s professional expertise and experience; |
The individual’s educational and professional background; and |
Other characteristics of the individual that promote diversity of views and experiences, including diversity with respect to gender, age, race and ethnicity. |
| CORPORATE GOVERNANCE |
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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 2019 | 13 | 7 | 2 | 12 | 52 | 51 | ||||||||
| Director | Audit | Compensation | Nominating & Corporate Governance | Risk Assessment | Credit Committee1 |
| Dominick Ciampa |  | | | | |
Hanif “Wally” Dahya@ # |  |  | | | |
| Leslie D. Dunn | | |  | | |
| Marshall J. Lux | | | |||
| James J. O’Donovan | | | | ||
| Lawrence Rosano, Jr. | | | | | |
| Ronald A. Rosenfeld | | | | ||
Lawrence J. Savarese*# | | | | | |
| Thomas R. Cangemi† | | ||||
| Robert Wann | |||||
| Meetings Held in 2021 | 11 | 7 | 4 | 12 | 5(2) |
| (1) | All Company Board Committees are replicated at the Community Bank level. Additionally, the Community Bank Board maintains a Credit Committee which is a new committee formed from the merger of the former Mortgage and Real Estate Committee and Commercial Credit |
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Member
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Chairman of the Committee Member of the Committee
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15 Board Meetings Communication between meetings as | 4 Executive sessions of independent directors Led by Presiding Director | 34 Meetings of Principal Standing Committee | 64 Meetings of Specific Purpose Committees | |||||||||
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The Board Committees act under written charters adopted by the Board
| CORPORATE GOVERNANCE |
| Audit Committee | ||
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Lux | 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’s financial statements; (2) the Company’s compliance with applicable legal and regulatory requirements; (3) the independent registered public accounting firm’s qualifications and independence; (4) the performance of the Company’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’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’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. |
| Compensation Committee | |||
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| 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 Consistent with SEC disclosure requirements, the Compensation Committee has assessed the Company’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.
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’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. | ||
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Nominating and Corporate Governance Committee | |||
(Chair) | 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 | |||
(Chair) Lux | 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. The Risk Assessment Committee enhances the Board’s oversight of risk management activities at the Company through active and frequent engagement. 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 escalation. 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 On a quarterly basis, the Risk Assessment Committee whom report directly into the Chief Risk Officer and also maintain separate reporting lines to the Risk Assessment Committee. The Risk Assessment Committee responsibilities also 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, | ||
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Mortgage and Real Estate
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 52 times in 2019.
Commercial Credit Committee –The Commercial Credit Committee is a committee of the Community Bank Board of Directors and was appointed by that Board in September 2018 to oversee the Community Bank’s credit management policies and procedures, and the lending activities of the 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 lending, lending risk, and the business of financial institutions.
| General Counsel & Corporate Secretary | ||
| New York Community Bancorp, Inc.
102 Duffy Avenue, 11801 Attention: | |
Investor Relations | New York Community Bancorp, Inc.
102 Duffy Avenue, 11801 Attention: Investor Relations
IR@myNYCB.com | |
Board of Directors | New York Community Bancorp, Inc. c/o Office of the Corporate Secretary
102 Duffy Avenue, | |
Presiding Director | New York Community Bancorp, Inc. c/o Office of the Corporate Secretary
102 Duffy Avenue, 11801 Attention: | |
Audit Committee of the Board of Directors | New York Community Bancorp, Inc. c/o Office of the Corporate Secretary
102 Duffy Avenue, 11801 Attention: Lawrence J. Savarese, Audit Committee Chairman |
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| 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. |
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| Name | Age | Director Since | Shares of Common Stock Beneficially Owned(1) (2) | Percent of Class | ||||||||||||||||
Nominees (Whose Terms Would Expire in 2023): |
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Dominick Ciampa | 86 | 1995 | 511,821 | (3,4) | 0.110 | % | ||||||||||||||
Leslie D. Dunn | 74 | 2015 | 25,604 | (3)(4) | 0.006 | % | ||||||||||||||
Lawrence Rosano, Jr. | 67 | 2014 | 31,104 | (3,4) | 0.007 | % | ||||||||||||||
Robert Wann | 65 | 2008 | 2,416,794 | (3,5) | 0.521 | % | ||||||||||||||
Directors Whose Terms Expire in 2021 | ||||||||||||||||||||
Hanif “Wally” Dahya | 64 | 2007 | 169,009 | (3,4) | 0.036 | % | ||||||||||||||
Joseph R. Ficalora | 73 | 1989 | (7) | 7,103,211 | (3,4,5) | 1.531 | % | |||||||||||||
James J. O’Donovan | 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: | ||||||||||||||||||||
Thomas R. Cangemi | 51 | — | 1,240,0422 | (3,4,5,6) | 0.267 | % | ||||||||||||||
James J. Carpenter | 59 | — | 669,651 | (3,4) | 0.144 | % | ||||||||||||||
John J. Pinto | 49 | — | 529,263 | (3,5) | 0.114 | % | ||||||||||||||
All directors and executive officers as a group (14 persons) | 15,813,477 | 3.408 | % | |||||||||||||||||
| Name | Age | Director Since | Shares of Common Stock Beneficially Owned (1) (2) | Percent of Class | |
| Nominees (Whose Terms Would Expire in 2025): | |||||
| Marshall J. Lux | 62 | 2022 | 8,297 | (3) | 0.002% |
| Ronald A. Rosenfeld | 83 | 2012 | 168,916 | (3,4) | 0.036% |
| Lawrence J. Savarese | 65 | 2013 | 146,030 | (3,4) | 0.031% |
| Directors Whose Terms Expire in 2023 | |||||
| Dominick Ciampa | 88 | 1995 | 511,467 | (3,4) | 0.110% |
| Leslie D. Dunn | 77 | 2015 | 43,250 | (3,4) | 0.009% |
| Lawrence Rosano, Jr. | 69 | 2014 | 48,750 | (3,4) | 0.010% |
| Robert Wann | 67 | 2008 | 2,452,390 | (3,5) | 0.525% |
| Directors Whose Terms Expire in 2024 | |||||
| Thomas R. Cangemi | 53 | 2020 | 1,510,104 | (3,4,5,6) | 0.323% |
| Hanif “Wally” Dahya | 66 | 2007 | 209,848 | (3,4) | 0.045% |
| James J. O’Donovan | 79 | 2003 | 1,408,216 | (3,4,5) | 0.302% |
| Named Executive Officers Who Are Not Directors: | |||||
| John T. Adams | 59 | -- | 140,077 | (3,4) | 0.030% |
| John J. Pinto | 51 | -- | 616,751 | (3,5) | 0.132% |
| R. Patrick Quinn | 60 | -- | 111,464 | (3,5) | 0.024% |
| All directors and executive officers as a group (13 persons) | 7,375,560 | 1.579% | |||
| (1) | Includes the following shares of common stock held directly: Mr. Cangemi: 1,038,125; Mr. Ciampa: |
| (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. Cangemi – 278,501; Mr. Ciampa – |
| (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. Cangemi – 60,335; Mr. Ciampa – |
| (5) | Includes the following shares |
| (6) | Mr. Cangemi has pledged 515,729 shares of Common Stock pursuant to margin account |
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I. COMPENSATION DISCUSSION AND ANALYSIS
A. INTRODUCTION
Joseph R. Ficalora
| ✔ | Thomas R. Cangemi, President and Chief Executive Officer |
| ✔ | Robert Wann, Senior Executive Vice President and Chief Operating Officer |
| ✔ | John J. Pinto, Senior Executive Vice President and Chief Financial Officer |
| ✔ | John T. Adams, Senior Executive Vice President and Chief Lending Officer |
| ✔ | R. Patrick Quinn, Senior Executive Vice President, General Counsel and Corporate Secretary |
| ➢ | Scope of the Compensation Discussion and Analysis |
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
ØAnalysis Scope of 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:
an overview of our compensation philosophy; |
| ✔ | a discussion of our |
an overview of the Company’s business environment in |
a discussion of the governance environment in which executive compensation decisions are made; |
| ✔ | 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 |
| ➢ | 2021 Executive Compensation Highlights |
| ➢ | Impact of the Ongoing COVID-19 Pandemic |
| ➢ | 2021 Executive Pay Highlights |
| ➢ | Salary Review |
| ➢ | Annual Incentive Compensation |
| EXECUTIVE COMPENSATION |
| ➢ | Equity Compensation |
below and Executive Compensation Tables – “Summary Compensation Table” and the related tables that provide specific information on awards.
| ➢ | Our Compensation Philosophy |
| ✔ | Support our strategic objectives and drive the creation of shareholder value through the attainment of positive business results. |
| ✔ | 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. |
| ✔ | Be competitive in the market for executive talent and provide a means for the Company to attract and retain key executives. |
| ✔ | Align the interests of our executives with our shareholders by providing our executives with a meaningful equity stake in the Company. |
| ✔ | Maintain our executive pay program within a strong governance framework to ensure that our program does not provide incentives for our executives to take unnecessary or excessive risks that could compromise the value of our business. |
| ➢ | Our 2021 Say-on-Pay Advisory Vote |
| EXECUTIVE COMPENSATION |
| ➢ | Engaging With Our Shareholders |
Building on prior year outreach efforts The Compensation Committee considers feedback received from shareholders and information we learned,carefully reviews assessments from Institutional Shareholder Services, Glass Lewis, and other external sources.
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Our discussions providedafter the Committee withpublic release of our 2021 annual proxy statement last spring, we received further confirmation that shareholders consideredacknowledge and appreciate the revisionevolution of our executive compensationpay program to a reversalstructure that improves the alignment of pay and performance. Shareholders encouraged the pastCommittee to continue to monitor peer programs and industry best practices that attracted criticism from both shareholders and proxy advisory firms.adjust the program as necessary to ensure consistency with these benchmarks. Our favorable 2019say-on-pay vote and our engagement with shareholders in 2019 and 2020 provided strong support for the Committee’s decision to maintain the revised plans in 2020. Although our shareholder outreach sessions also touched on topics related to the Company’s business and strategy, common themes relating to2021 executive pay emerged from these discussions:
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Ø 2019 Company Performance
We believe shareholders should continue to benefit from the fundamental soundness of our business model as reflecteddelivered record financial results in the following factors:
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 asset quality in any credit cycle has consistently outperformed our peers with very fewnon-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,2021, and we have maintainedsuccessfully executed on significant strategic objectives. Despite the persistence of a difficult operating environment in 2021, we again delivered double digit EPS growth, a stable margin, and strong loan growth.
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. Ourloan-to-value ratio on these properties remains low and our lending policy focuses on current, rather than projected, cash flows.
We have successfully extended our lending activity into specialty finance, which has experienced significant year-over-year growth since we started this business at the end of 2013.
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”definitive merger agreement with Flagstar Bancorp, Inc. (“SIFI”Flagstar”) 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 Flagstar acquisition will be transformative for the Company, accelerating our transition to a dynamic commercial banking organization. Our transaction with Flagstar will benefit fromcreate a top-tier regional bank with the potential for strong capital generation, strong deposit growth opportunities and a diversified revenue stream.
other developing fintech relationships is part of a larger strategic plan that will enable the Company to offer our customers a robust digital banking platform and enhance our Banking as a Service (“BaaS”) capabilities. We are particularly excited by the progress we are making toward the use of blockchain technology in financial transactions, our leadership roles in a consortium of banks that is developing blockchain solutions for real-time bank transactions, and by several of our BaaS initiatives.
We remain committedemployees to a strategy that allows us to grow through accretive transactions and enhance long-term shareholder value.
safe office environment.
| ➢ | Selected Financial Highlights |
| $59.5 Billion | $35.1 Billion | $563 Million | 18% | |||
| Assets | Deposits | Net Income Available to Common Shareholders | Balance Sheet Growth Since SIFI Limit Increase | |||
| $1.20 | 18% | 1.04% | 8.75% | |||
| EPS (Fully Diluted) | EPS Growth | ROAA | ROACE | |||
| $45.7 Billion | 38.6% | 10.83% | 0.07% | |||
Loans Held for Investment | Efficiency Ratio | Tier 1 Risk-Based Capital | Avg. Non-Performing Loans/Total Loans |
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Ø Selected 2019 Financial Benchmarks
$53.6 Billion
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$31.7 Billion |
$362 Million |
35% | ||||||||||||||||||
Assets
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Deposits
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Net Income Available to Common Shareholders
| Speciality Finance Loan Growth
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$0.77
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0.80%
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9.70%
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49.08%
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EPS (Fully Diluted)
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ROATA
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ROATCE
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Efficiency Ratio
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$41.7 Billion
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-6.5%
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11.22%
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0.15%
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Loans Held for Investment
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Decline in Non-Interest Expense
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Tier 1 Risk-Based Capital
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Non-Performing
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Ø 2019 Executive Compensation Highlights
In 2019, the NEOs received awards under both the revised STIP and LTIP. The Compensation Committee 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 significant 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 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 continues to believe that the new incentive programs addressed the material concerns that we heard from our investors while continuing to meet the basic objectives of our compensation philosophy. Moreover, the Committee believes that the new program provides a sound basis for rewarding our senior management team and effectively aligns pay and performance without relying on the Committee’s exercise of negative discretion to reach appropriate results.
Below is a summary of the 2019 pay decisions:
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The Compensation Committee reviewed the base salaries of our CEO and the other NEOs in 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.
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Our NEOs received awards under the revised STIP at 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: (i) actual performance relative to the Company’s budgetedpre-tax operating earnings (50% weighting), (ii) return on average tangible assets (“ROATA”) relative to the Company’s designated peer group (25% weighting), and (iii) efficiency ratio relative to the Company’s designated peer group (25% weighting). The Company exceeded the target level for budgetedpre-tax operating earnings (102.31% of target) and the Company’s efficiency ratio was at the 90th 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, therefore, this metric did not contribute to the total award. In response to shareholder
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| DECISIONS |
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’s1-year TSR falls below the 35th percentile of the peer group and a 20% increase in awards if the Company’s1-year TSR falls above the 75th 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 Company’s 2019 TSR was at the 90th percentile of the peer group, resulting in an upward 20% adjustment of the award to 106.44% of target. For a detailed discussion of award determinations under the 2019 STIP, seeOverview of our Incentive Compensation Program below and theExecutive Compensation Tables – Summary Compensation Table and the related tables that provide specific information on awards.
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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, seeOverview of our Incentive Compensation Program below and theExecutive 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
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.
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Our approach to executive compensation is reflected in five guiding principles:
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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:
What we do |
| ✔ | We emphasize pay-for-performance with the majority of our NEO compensation directly linked to annual and long-term performance. |
| ✔ | We make all key executive compensation decisions and all decisions affecting our NEOs through a committee of independent directors, and the committee seeks advice from an independent compensation consultant on key executive compensation matters. |
We engage in shareholder outreach at the Board and management levels to help us evaluate our governance structure and executive compensation program. |
We design our executive compensation programs to discourage excessive risk-taking and we maintain significant internal controls to evaluate and manage risk. |
| ✔ | We submit our executive compensation to an annual say-on-pay vote in order to elicit regular feedback from stockholders. |
| ✔ | We require a strong ownership commitment from our officers and directors. |
| ✔ | We maintain a |
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What we don’t do |
| ✔ | We do not reward subpar performance and incentive pay thresholds are set accordingly. |
| ✔ | We do not guarantee salary increases or annual bonuses. |
| ✔ | We do not allow our executives to hedge or pledge Company stock. |
We do not allow “single trigger” payouts under our employment andchange-in-control agreements. |
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We do not |
| ✔ | We do not provide our executives with excessive perquisites or benefits. |
| ✔ | We do not permit repricing of stock |
C. OUR EXECUTIVE COMPENSATION DECISION MAKING PROCESS
Ø Key Participants
| ☐ | Key Participants |
| ➢ | The Compensation Committee |
| EXECUTIVE COMPENSATION |
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| Timing of Executive Compensation Decisions |
| ➢ | Our CEO’s Role in the Compensation Process |
➢ | The Independent Compensation Consultant |
Ø Benchmarking and Peer Group Analysis
A critical
| ➢ | Benchmarking and Peer Group Analysis |
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 2019 peer group had a median asset size of approximately $39.4 billion, positioningWe believe the Company at the 69th percentile. Two companies were added to the 2019 peer group – Valley National Bancorp and 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. In
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direct response to feedback expressed during our shareholder engagement process, three companies that were21 banks included in the 20182021 peer group, – Citizens Financial Group, Inc., Fifth Third Bancorp, and Northern Trust Corporation – were excludedwhich was unchanged from the 20192020 peer group, onare generally reflective of the basisCommittee’s consideration 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,these factors. Certain peer institutions, such as SVB Financial Group, First Republic Bank and CIT group, Inc.,Group, were excluded from the peer group due to significant differences in their business model. In addition, ninecertain banks in the asset range from $20-$20-3030 billion were excluded based on their smaller size relative to the Company.
| EXECUTIVE COMPENSATION |
We anticipate that, following the closing of the Flagstar transaction, the peer group will be revised to reflect the combined bank’s greater size, diversified business mix and geographic footprint.
| Huntington Bancshares Inc. KeyCorp |
| Sterling Bancorp Synovus Financial Corp. TCF Financial Corporation Texas Capital Bancshares, Inc. Valley National Bancorp Wintrust Financial Corporation Zions Bancorporation |
Ø Executive Performance Assessments
| ☐ | Individual Performance Assessments |
D. ELEMENTS OF COMPENSATION
Ø Introduction
position.
| ☐ | Introduction |
Compensation Element | Objective | Implementation | ||||
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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 | ||||
Short-Term Incentives | ||||||
✔ Provide a cash-based, market-competitive annual award opportunity linked to financial measures that are important to our business model. | The | |||||
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