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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant  ☐
Check the appropriate box:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )
Filed by the Registrant  x
Filed by a Party other than the Registranto
Check the appropriate box:
oPreliminary Proxy Statement
o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
o

Definitive Additional Materials
o

Soliciting Material Pursuant to §240.14a-12
Bridge Bancorp,
Dime Community Bancshares, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
o
 ☐
Fee paid previously with preliminary materials.
 ☐
Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

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

o

Fee paid previously with preliminary materials.

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

(1)Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:


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BRIDGE BANCORP, INC.

2200 Montauk Highway, P.O. Box 3005

Bridgehampton, NY 11932

April 4, 2016

14, 2022

Dear Shareholder:

Shareholder,

You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Bridge Bancorp,Dime Community Bancshares, Inc. (the “Company”). Our, which will be held on May 26, 2022 at 10:00 a.m. Eastern Time. This year’s Annual Meeting will be held ata virtual meeting of shareholders, which will be conducted via live webcast. Shareholders will only be able to participate in the offices of our subsidiary, Annual Meeting online, vote shares electronically and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/DCOM2022. Instructions on how to attend the Annual Meeting online and vote shares are described in the accompanying Proxy Statement.
The Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Friday, May 6, 2016 at 11:00 a.m.

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

The businesseach matter to be conductedconsidered at the Annual Meeting consists of the election of six Directors; an advisory (non-binding) vote to approve executive compensation; and the ratification of the appointment of our Independent Registered Public Accounting Firm for the year ending December 31, 2016. The Board of Directors of the Company unanimously recommends a vote “FOR” the election of Directors, “FOR” the approval of executive compensation, and “FOR” the ratification of the appointment of Crowe Horwath LLP as the Company’s Independent Registered Public Accounting Firm.

On behalf of the Board of Directors, we urge you to sign, date and return the enclosed proxy card, or cast your vote electronically, as soon as possible, even if you currently plan to attend the Annual Meeting. This will not prevent you from voting in person, but will assure that your vote is counted if you are unable to attend the Annual Meeting. Your vote is important, regardless of the number of shares that you own. Thank you for your continued investment in Bridge Bancorp, Inc.

Sincerely,
Kevin M. O’Connor
President and Chief Executive Officer

BRIDGE BANCORP, INC.

2200 Montauk Highway, P.O. Box 3005

Bridgehampton, NY 11932

NOTICE OF ANNUAL MEETING

TO BE HELD MAY 6, 2016

To the Shareholders of Bridge Bancorp, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Bridge Bancorp, Inc. will be held at The Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Friday, May 6, 2016, at 11:00 a.m., for the purpose of considering and voting on the following matters:

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

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

3)The ratification of the appointment of Crowe Horwath LLP as the Independent Registered Public Accounting Firm for the Company for the year ending December 31, 2016; and

such other business as may properly come before the Annual Meeting or any adjournments thereof. Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, including all adjournments of the Annual Meeting. Only those shareholders of record at the close of business on March 21, 2016 shall be entitled to notice of and to vote at the Annual Meeting.

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

EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, OR TO VOTE ELECTRONICALLY AS PROVIDED IN THE INSTRUCTIONS INCLUDED HEREWITH.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6, 2016 -This Proxy Statement and our 2015 Annual Report on Form 10-K are each available athttp://www.edocumentview.com/BDGE.

By orderexecutive officers of the Company, as well as a representative of Crowe LLP, the accounting firm appointed by the Audit Committee of the Board of Directors
Howard H. Nolan
Senior Executive Vice President and Corporate Secretary
April 4, 2016
Bridgehampton, New York

BRIDGE BANCORP, INC.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 6, 2016

SOLICITATION AND VOTING OF PROXIES

This Proxy Statement is being furnished to shareholders of Bridge Bancorp, Inc. in connection with the solicitation by the Board of Directors of proxies to be used at the Annual Meeting of Shareholders to be held at The Bridgehampton National Bank (the “Bank”), 2200 Montauk Highway, Bridgehampton, New York 11932, on May 6, 2016 at 11:00 a.m. or any adjournments thereof. The 2015 Annual Report to Shareholders, including the consolidated financial statements for the fiscal year ended December 31, 2015, accompanies this Proxy Statement.

Regardless of the number of shares of Common Stock owned, it is important that shareholders be represented by proxy or be present in person at the Annual Meeting. Shareholders are requested to vote by completing the enclosed proxy card and returning it signed and dated in the enclosed envelope, or to vote electronically. Shareholders should indicate their votes in the spaces provided on the proxy card. Proxies solicited by the Board of Directors of the Company will be voted in accordance with the directions given therein. Where no instructions are indicated, executed proxies will be votedFOR the election of the director nominees specified in this Proxy Statement;FOR the approval of executive compensation;andFOR the ratification of Crowe Horwath LLP as the Company’s Independent Registered Public Accounting Firmindependent registered public accounting firm for the year ending December 31, 2016.

2022, will be present at the Annual Meeting.

On February 1, 2021, we completed the merger of equals transaction between Bridge Bancorp, Inc. and Dime Community Bancshares, Inc. We are proud to report that we integrated the merger transaction seamlessly with minimal customer impact. The Company also delivered on its financial goals as it relates to return on assets, efficiency, and non-interest-bearing deposit growth. As of December 31, 2021, we were ranked number one by deposit market share among community banks with less than $20 billion in assets in Kings, Queens, Nassau and Suffolk Counties, New York. The successful merger is a tribute to the hard work and dedication of our employees.
Going forward, we hope to continue to grow our premier franchise to even greater heights.
On behalf of our Board of Directors knowsand employees, we thank you for your continued support and hope you participate in our virtual Annual Meeting.
Sincerely yours,


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

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 26, 2022
WHEN
VIRTUAL MEETING
RECORD DATE
May 26, 2022
10:00 a.m. Eastern Time
www.virtualshareholdermeeting.com/DCOM2022
March 31, 2022
NOTICE IS HEREBY GIVEN that the Annual Meeting of no additional matters thatShareholders (the “Annual Meeting”) of Dime Community Bancshares, Inc. (the “Company”) will be presented for considerationheld virtually on Thursday, May 26, 2022 at 10:00 a.m. Eastern Time, to consider and vote upon the Annual Meeting. Execution of a proxy, however, confers discretionary authority on the designated proxy holder to vote the shares in accordance with their best judgmentfollowing:
Proposal
Board Recommendation
1)
The election of 12 directors to the Company’s Board of Directors, to hold office for a term of one year, and until their successors are elected and qualified;
FOR
2)
The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022; and
FOR
3)
Approval, by a non-binding advisory vote, of the compensation of the Company’s Named Executive Officers.
FOR
In addition, we will consider and take action on such other business if any, whichas may properly come before the Annual Meeting or any adjournmentsadjournment or postponement thereof.

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

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

Patricia M. Schaubeck
Corporate Secretary
Hauppauge, New York
April 14, 2022
YOU ARE CORDIALLY INVITED TO ATTEND THE VIRTUAL ANNUAL MEETING. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU OWN. THE BOARD OF DIRECTORS URGES YOU TO VOTE BY INTERNET, TELEPHONE OR MAIL AS SOON AS POSSIBLE. VOTING IN ADVANCE OF THE MEETING WILL NOT PREVENT YOU FROM ATTENDING AND VOTING ELECTRONICALLY DURING THE ANNUAL MEETING IF YOU CHOOSE TO DO SO.

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DIME COMMUNITY BANCSHARES, INC.
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 26, 2022
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
We are relying upon a revocation withU.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to shareholders over the SecretaryInternet. As a result, beginning on or about April 14, 2022, we sent by mail or e-mail a Notice of Internet Availability of Proxy Materials to certain shareholders, containing instructions on how to access our proxy materials, including our Proxy Statement and voting in person.annual report to shareholders, over the Internet and how to attend and vote at the Annual Meeting. Other shareholders received paper copies of our proxy materials. If you received your proxy materials by mail, the Notice of Annual Meeting, Proxy Statement, Proxy Card and annual report to shareholders were enclosed.
Internet availability of our proxy materials is designed to expedite receipt by shareholders and lower the cost and environmental impact of the Annual Meeting. However, if you arereceived such a shareholder whose shares are not registeredNotice of Internet Availability of Proxy Materials and would prefer to receive paper copies of our proxy materials, please follow the instructions included in your own name,the Notice of Internet Availability of Proxy Materials to request paper copies.
If you hold our common stock through more than one account, you may receive multiple copies of these proxy materials and will need appropriate documentation from your record holderhave to follow the instructions for each in order to vote personallyall of your shares of our common stock.
The Notice of Annual Meeting, Proxy Statement, annual report to shareholders and sample proxy card are available for review at www.ProxyVote.com. The Notice of Meeting, Proxy Statement and annual report are also available on the Annual Meeting.

The costCompany’s website at www.dime.com. Information on our website is not a part of solicitationthis Proxy Statement or accompanying materials.

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

shares of the Company’s issued and outstanding common stock, par value $0.01 per share (the “Common Stock”), for use at the virtual Annual Meeting of Shareholders to be held on May 26, 2022 (the “Annual Meeting”) at 10:00 a.m. Eastern Time, and at any adjournment or postponement thereof. This Proxy Statement and the accompanying proxy card areand/or a Notice of Internet Availability of Proxy Materials is first being mailedsent to shareholders on or aboutApril 4,2016.

- 1 -
about April 14, 2022.

Record Date

VOTING SECURITIES

The securities which may be voted atCompany’s Board of Directors has fixed the Annual Meeting consist of shares of Common Stock of the Company (the “Common Stock”), with each share entitling its owner to one vote on all matters to be voted on at the Annual Meeting. The close of business onMarch 21, 2016 has been fixed by the Board of Directorson March 31, 2022 as the record date (“Record Date”) for the determination of shareholders entitled to notice of, and to vote at, thisthe Annual Meeting or any adjournments thereof. The total number(the “Record Date”). Accordingly, only shareholders of record at the close of business on March 31, 2022 will be entitled to vote at the Annual Meeting. There were 39,459,909 shares of Common Stock outstanding on the Record Date.
Why A Virtual Meeting
We are pleased to conduct the Annual Meeting solely online via the Internet through a live webcast and online shareholder tools. Given the lingering health concerns related to COVID-19, we believe it important for the safety of shareholders and all of our constituents to participate fully from a remote location. We have designed the virtual format for ease of shareholder access and participation. Shareholders may vote and submit questions online during the meeting by following the instructions below.
Annual Meeting Admission and Participation
You are entitled to attend and participate in the Annual Meeting only if you were a Company shareholder as of the Record Date was 17,448,227shares. or if you hold a valid proxy for the Annual Meeting. If you plan to attend the Annual Meeting online, please be aware of what you will need to gain admission as described herein. If you do not comply with the procedures described herein for attending the Annual Meeting online, you will not be able to participate in the Annual Meeting. Shareholders may participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/DCOM2022. To attend online and participate in the Annual Meeting, shareholders of record will need to use their control number on their Notice of Internet Availability of Proxy Materials or proxy card. Beneficial shareholders
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who do not have a control number may gain access to the Annual Meeting by logging into their brokerage firm’s website and selecting the shareholder communications mailbox to link through to the Annual Meeting. Instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee.
We encourage you to access the Annual Meeting prior to the start time. Please allow ample time for online check-in, which will begin at 9:45 a.m. Eastern Time. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page. Shareholders may submit questions live during the meeting. Shareholders can also access copies of the Proxy Statement and annual report on the website.
SOLICITATION AND VOTING OF PROXIES
Voting During the Meeting
Whether you are a shareholder of record or a beneficial shareholder, you may direct how your shares are voted without participating in the Annual Meeting. We encourage shareholders to vote well before the Annual Meeting, even if they plan to attend the Annual Meeting, by completing proxies online or by telephone, or, if they received printed copies of these materials, by mailing their proxy cards. Shareholders can vote via the internet in advance of or during the Annual Meeting. Shareholders who attend the virtual Annual Meeting can vote during the meeting while the polls are open by clicking on the “Vote” button at www.virtualshareholdermeeting.com/DCOM2022 or submit questions during the Annual Meeting in the text box. Even if you plan to participate in the meeting, we recommend that you vote in advance by proxy, in case you later change your mind and determine not to participate in the meeting.
Voting Rights
Each holder of Common Stock on the Record Date will be entitled to one vote at the Annual Meeting for each share held on the Record Date. You may vote your shares of Common Stock in advance of the meeting by marking and signing your Proxy Card and returning it in the enclosed postage-paid envelope, by telephone or internet by following the instructions stated on your Notice of Internet Availability of Proxy Materials or Proxy Card or by attending and voting via the internet during the Annual Meeting. All properly executed proxies received by the Company on or before 11:59 p.m. Eastern Time on May 25, 2022 will be voted in accordance with the instructions indicated thereon. If no instructions are given, executed proxies will be voted FOR the election of each of the nominees for director, FOR the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022, and FOR the approval of compensation of the Company’s Named Executive Officers (as defined herein).
Management is not aware of any matters other than those set forth in the Notice of Annual Meeting of Shareholders that may be brought before the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named in the proxy will vote the shares represented by all properly executed proxies on such matters in such manner as shall be determined by a majority of the Company’s Board of Directors.
Quorum and Vote Required
If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of directors and with respect to the advisory proposal regarding the compensation of our Named Executive Officers. Current regulations restrict the ability of your bank or broker to vote your uninstructed shares in the election of directors and other matters on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote with respect to the election of directors or the advisory vote regarding the compensation of our Named Executive Officers, no votes will be cast on your behalf. These are referred to as “broker non-votes.” Your bank or broker does, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of our independent registered public accounting firm.
The presence in personby proxy or by proxy,attendance via webcast at the Annual Meeting of the holders of at least a majority of the total number of issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at this Annual Meeting. Inquorum. Abstentions and broker non-votes will be counted as present for the event there are not sufficient votes forpurpose of determining whether a quorum or to approve or ratify any matter being presentedis present.
Directors are elected by a plurality of the votes cast at the time of this Annual Meeting, the Annual Meeting, without regard to broker non-votes or proxies as to which authority to vote for a nominee is marked “WITHHOLD.” Shareholders may not vote their shares cumulatively for the election of directors.
Proposals 2 and 3 require the affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to broker non-votes or proxies marked “ABSTAIN.”
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Although the advisory vote on the compensation of Named Executive Officers (Proposal 3) is non-binding as provided by law, the Company’s Board of Directors will review the results of the vote and consider them in making future determinations concerning executive compensation.
Revocability of Proxies
A proxy may be adjournedrevoked at any time before it is voted by filing a written revocation of the proxy with the Company’s Corporate Secretary at 898 Veterans Memorial Highway, Suite 560, Hauppauge, New York 11788 or by submitting a duly executed proxy bearing a later date. A proxy also may be revoked by voting at the Annual Meeting.
Solicitation of Proxies
The Company will bear the costs of soliciting proxies from its shareholders. In addition to the use of mail, proxies may be solicited by officers, directors or employees of the Company or its wholly-owned subsidiary Dime Community Bank (the “Bank”) by telephone or other forms of communication. The Company will also request persons, firms and corporations holding shares in ordertheir names or in the names of their nominees, which are beneficially owned by others, to permitsend proxy materials to, and obtain proxies from, such beneficial owners, and will reimburse such holders for reasonable expenses incurred in connection therewith. The Company has hired Alliance Advisors to assist us in soliciting proxies and has agreed to pay a fee of $7,500 for their services.
Interests of Directors and Management in Certain Proposals
Shareholders will be asked to cast a non-binding advisory vote on Proposal 3 regarding compensation of the further solicitationCompany’s Named Executive Officers. The result of proxies.such vote may influence future compensation decisions. As a result, the Company’s senior executives have personal interests in the outcome of this proposal that are different from the interests of the Company’s other shareholders. The Board was aware of these interests and took them into account in recommending that the shareholders vote in favor of Proposal 3.
Director Attendance at Annual Meetings
Although it has no official policy, the Board of Directors considers attendance at shareholder meetings a priority. All of the Company’s directors attended the Annual Meeting of Shareholders held on May 27, 2021.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders of Certain Beneficial Owners

the Company

Persons and groups who beneficially own in excess of five percent of the Common Stock are required to file certain reports with the Company and the U.S. Securities and Exchange Commission (“SEC”) regarding such beneficial ownership. The following table sets forth, as of March 21, 2016,the Record Date, certain information as to the shares of Common Stock owned by persons who beneficially own more than five percent of the issued and outstanding shares of Common Stock. We know of no persons, except as listed below, who beneficially owned more than five percent of the outstanding shares of Common Stock as of March 21, 2016.

Name and Address
of Beneficial Owner
 Number of Shares Owned
and Nature of Beneficial
Ownership
 Percentage of
Outstanding
Shares
     
Basswood Capital Management L.L.C.
645 Madison Avenue, 10th Floor
New York, New York 10022
 2,064,355 11.9%

VOTING PROCEDURES AND METHOD OF COUNTING VOTES

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

Name and Address of Beneficial Owner
Number of Shares Owned
and Nature of Beneficial
Ownership
Percent of
Outstanding
Shares(5)
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
5,511,788(1)
​14.0%
Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, NY 10022
​3,395,452(2)
​8.6%
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202
​2,742,599(3)
​6.9%
​The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
2,078,672(4)
​5.3%
(1)
Represents the total shares of Common Stock beneficially owned by Blackrock, Inc. as described in the Schedule 13G/A filed on January 27, 2022 with the SEC.
(2)
Represents the total shares of Common Stock collectively beneficially owned by Basswood Capital Management, LLC, Matthew Lindenbaum, Bennett Lindenbaum and certain other persons as disclosed in the Schedule 13D/A filed on February 8, 2021 with the SEC and as otherwise disclosed to the Company.
(3)
Represents the total shares of Common Stock beneficially owned by T. Rowe Price Associates, Inc. as described in the Schedule 13G/A filed on February 14, 2022 with the SEC.
(4)
Represents the total shares of Common Stock beneficially owned by The Vanguard Group as described in the Schedule 13G filed on February 9, 2022 with the SEC.
(5)
Based on the 39,459,909 total shares outstanding as of March 31, 2022.
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Security Ownership of Management
The following table sets forth information as of the six nominees proposed by the Board of Directors, or to “WITHHOLD AUTHORITY” to vote for the nominees being proposed. Directors are elected by a plurality of votes cast, without regard to either broker non-votes, or proxies as to which authority to vote for the nominees being proposed is withheld.

AsRecord Date with respect to the advisory vote for the approvalshares of Common Stock beneficially owned by each of the compensation paid to our namedCompany’s directors and the principal executive officer, principal financial officer and three most highly compensated executive officers (“NEOs”)(other than the principal executive and the ratification of Crowe Horwath LLP as our Independent Registered Public Accounting Firm, by checking the appropriate box, a shareholder may: (i) vote “FOR” the item; (ii) vote “AGAINST” the item; or (iii) “ABSTAIN” from voting on such item. The approval of these matters will be determined by a majorityprincipal financial officer) of the votes cast, without regard to broker non-votes, or proxies marked “ABSTAIN.”

Proxies solicited hereby will be returnedCompany (the “Named Executive Officers”), certain other executive officers, and all of the Company’s directors and executive officers as a group. Except as otherwise indicated, each person and each group shown in the table has sole voting and investment power with respect to the Company,shares of Common Stock indicated.

The Company’s Insider Trading and will be tabulated by inspectorsConfidentiality of election designated by the Board of Directors.Information Policy prohibits directors and executive officers from pledging Common Stock as collateral for any loan.
Name of Beneficial Owner
Position
Number of Shares
Owned and
Nature of
Beneficial Ownership(1)
Percent of
Outstanding
Shares(2)
Kenneth J. Mahon
Director, Executive Chairman of the Board
346,388(3)
*
Marcia Z. Hefter
Director, Lead Director of the Board
123,767(4)
*
Rosemarie Chen
Director
10,811(5)
*
Michael P. Devine
Director
440,154(6)
​1.1%
​Matthew A. Lindenbaum
Director
​3,257,170(7)
​8.3%
Albert E. McCoy, Jr.
Director
175,147(8)
*
Raymond A. Nielsen
Director
34,237(9)
*
Kevin M. O’Connor
Director, Chief Executive Officer
332,870(10)
*
Vincent F. Palagiano
Director
590,547(11)
​1.5%
Joseph J. Perry
Director
52,358(12)
*
Kevin Stein
Director
18,296(13)
*
Dennis A. Suskind
Director
85,384(14)
*
Stuart H. Lubow
President and Chief Operating Officer
254,985(15)
*
Avinash Reddy
Senior Executive Vice President and Chief Financial Officer
43,617(16)
*
Conrad J. Gunther
Senior Executive Vice President and Chief Lending Officer
69,203(17)
*
Patricia M. Schaubeck
Executive Vice President and
General Counsel
26,361(18)
*
All directors and executive officers as a group (24 persons)
​6,050,563(19)
​15.3%
*
Represents less than 1%
 (1)
Includes shares as to which a person (or his/her spouse) directly or indirectly has or shares voting power and/or investment power (which includes the power to dispose).
 (2)
Based on the 39,459,909 total shares outstanding as of March 31, 2022 and the 65,142 shares such person(s) has the right to acquire within 60 days of March 31, 2022.
 (3)
Includes 2,608 time-vested restricted stock awards over which Mr. Mahon has voting power.
 (4)
Includes 2,333 time-vested restricted stock awards over which Ms. Hefter has voting power.
 (5)
Includes 2,127 time-vested restricted stock awards over which Ms. Chen has voting power.
 (6)
Includes 1,784 time-vested restricted stock awards over which Mr. Devine has voting power.
 (7)
Includes the total shares of Common Stock collectively beneficially owned by Matthew Lindenbaum and Basswood Capital Management, LLC, with respect to which Mr. Lindenbaum serves as Principal Managing Member and Portfolio Manager. As described in the Schedule 13D/A filed on February 8, 2021 with the SEC with respect to the Company’s Common Stock, each of Basswood Capital Management, L.L.C., Matthew Lindenbaum and Bennett Lindenbaum may be deemed to be part of a “group” with such other reporting persons. Includes 1,784 time-vested restricted stock awards over which Mr. Lindenbaum has voting power.
 (8)
Includes 1,990 time-vested restricted stock awards over which Mr. McCoy, Jr. has voting power.
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TABLE OF CONTENTS

(9)
- 2 -Includes 1,990 time-vested restricted stock awards over which Mr. Nielsen has voting power.
 (10)
Includes 70,133 time-vested restricted stock awards over which Mr. O’Connor has voting power and 65,142 vested stock options that are currently exercisable.
 (11)
Includes 1,784 time-vested restricted stock awards over which Mr. Palagiano has voting power.
 (12)
Includes 2,127 time-vested restricted stock awards over which Mr. Perry has voting power.
 (13)
Includes 2,127 time-vested restricted stock awards over which Mr. Stein has voting power.
 (14)
Includes 1,990 time-vested restricted stock awards over which Mr. Suskind has voting power.
 (15)
Includes 36,970 time-vested restricted stock awards over which Mr. Lubow has voting power.
 (16)
Includes 17,877 time-vested restricted stock awards over which Mr. Reddy has voting power.
 (17)
Includes 17,384 time-vested restricted stock awards over which Mr. Gunther has voting power.
 (18)
Includes 11,237 time-vested restricted stock awards over which Ms. Schaubeck has voting power.
 (19)
Includes 176,245 shares of time-vested restricted stock awards over which the directors/executive officers have voting power and 189,266 shares of executive management not listed above.
6

PROPOSAL I -1. — ELECTION OF DIRECTORS

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

The Board of Directors has nominated Marcia Z. Hefter, Emanuel Arturi, Rudolph J. Santoro,the following directors to serve on the Board for a term to expire at the 2023 annual meeting of shareholders.
The business experience of each of the Company’s directors nominated to be elected as directors, as well as the qualifications, attributes and Howard H. Nolan for election as Class B Directors. In addition,skills that led the Board of Directors has nominated Christian C. Yegen and Daniel Rubin for election as Class A directors. Directors Yegen and Rubin were appointed to conclude that each director should serve on the Board in June 2015 in connection with the acquisition of Community National Bank (“CNB”are as follows:
Kenneth J. Mahon


Age:
71

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


Age:
78

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


Age:
55

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


Age:
75

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


Age:
59

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


Age:
58

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


Age:
71

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

Kevin M. O’Connor


Age:
59

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


Age:
81

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


Age:
55

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


Age:
60

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


Age:
79

Director since:
2002
Mr. Suskind is a retired General Partner of Goldman Sachs & Co. and has been a director of the Company since 2002. Mr. Suskind is a director of the Chicago Mercantile Exchange and serves as a member on its Audit, Nominating and Governance, and Executive Committees, and is Chairperson of its Risk Committee. His considerable experience in investment banking, capital markets, and his service on the Board of Directors of another publicly traded company are valuable assets to the Board of Directors.
It is intended that the proxies solicited on behalf of the Board of Directors will be voted at the Annual Meeting for the election of each of these nominees (other than proxies in which the vote is withheld as to any nominee). Each nominee has consented to being named in this Proxy Statement and to serve, if elected. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may recommend. At this time, the Board of Directors knows of no reason why a nominee would be unable to serve, if elected. Other than
Information as described above, there are no arrangements or understandings between a nomineeto Nominees
The Board has determined that, except as to Mr. Mahon and any other person pursuant to which such nominee was selected.

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

The following table sets forth certain information, as of March 21, 2016, regarding the Board of Directors andMr. O’Connor, each NEO identified in the summary compensation table included elsewhere in this Proxy Statement.

- 3 -

Name and Age Position Held Director of the Company
Since
  Shares of Common
Stock of the
Company
Beneficially Owned(1)
  Percent 
Nominees for Director              
Class A (term expiring in 2018)              
Christian C. Yegen
Age 72
 Director  2015   223,057   1.3 
Daniel Rubin
Age 67
 Director  2015   83,057   * 
               
Class B (term expiring in 2019)              
Marcia Z. Hefter
Age 72
 Director, Chairperson of the Board  1989   86,840(2)  * 
Emanuel Arturi
Age 70
 Director  2008   59,011(3)  * 
Rudolph J. Santoro
Age 71
 Director  2009   17,238(4)  * 
Howard H. Nolan
Age 55
 Senior Executive Vice President, Chief Administrative & Financial Officer and Corporate Secretary, Director  2003   57,074(5)  * 
               
Continuing Directors              
Class A (term to expire in 2018)              
Dennis A. Suskind
Age 73
 Director, Vice Chairman
of the Board
  2002   110,404(6)  * 
               
Albert E. McCoy, Jr.
Age 52
 Director  2008   116,423(7)  * 
               
Class C (term to expire in 2017)              
Charles I. Massoud
Age 71
 Director  2002   19,624   * 
Raymond A. Nielsen
Age 65
 Director  2013   10,426   * 
Kevin M. O’Connor
Age 53
 President and Chief
Executive Officer,
Director
  2007   133,620(8)  * 
Thomas J. Tobin
Age 71
 Director  1989   30,489(9)  * 
               
Executive Officers
who are not Directors
              
Kevin L. Santacroce
Age 47
 Executive Vice President and Chief Lending Officer      42,308(10)  * 
               
James J. Manseau
Age 52
 Executive Vice President and Chief Retail Banking Officer      38,400(11)  * 
               
John M. McCaffery
Age51
 Executive Vice President and Treasurer      19,748(12)  * 
               
All Directors, Director nominees and Executive Officers as a Group (15 persons)        1,047,719(13)  6.0%
*Represents less than 1%
(1)Includes shares as to which a person (or his/her spouse) directly or indirectly has or shares voting power and/or investment power (which includes the power to dispose) and all shares which the person has a right to acquire within 60 days of the reporting date. See “Stock Ownership Guidelines” included in the Compensation Discussion and Analysis.
(2)Includes 16,128 shares that may be acquired upon conversion of the trust preferred securities (the “TPS”).

- 4 -

(3)Includes 32,258 shares that may be acquired upon conversion of the TPS.
(4)Includes 6,451 shares that may be acquired upon conversion of the TPS.
(5)Includes options to purchase 2,333 shares, 20,747 shares of restricted stock subject to future vesting but as to which voting may currently be directed and 3,225 shares that may be acquired upon conversion of the TPS.
(6)Includes 3,225 shares that may be acquired upon conversion of the TPS.
(7)Includes 12,903 shares that may be acquired upon conversion of the TPS.
(8)Includes 44,290 shares of restricted stock subject to future vesting but as to which voting may currently be directed and 19,354 shares that may be acquired upon conversion of the TPS.
(9)Includes options to purchase 2,134 shares and 12,903 shares that may be acquired upon conversion of the TPS.
(10)Includes 19,408 shares of restricted stock subject to future vesting but as to which voting may currently be directed.
(11)Includes 19,300 shares of restricted stock subject to future vesting but as to which voting may currently be directed and 3,225 shares that may be acquired upon conversion of the TPS.
(12)Includes 9,977 shares of restricted stock subject to future vesting but as to which voting may currently be directed.
(13)Includes options to purchase 4,467 shares granted to the named Directors and Executive Officers, 113,722 shares of restricted stock subject to future vesting but as to which voting may currently be directed and 109,673 shares that may be acquired upon conversion of the TPS.

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

Directors

Marcia Z. Hefter

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

Dennis A. Suskind

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

Emanuel Arturi

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

Charles I. Massoud

Mr. Massoud is President of Paumanok Vineyards located in Aquebogue, New York. Mr. Massoud serves as a member of the Audit Committee and Corporate Governance and Nominating Committee and has served as a Director of the Company since 2002. Mr. Massoud is also a member of the Board of Directors for Peconic Bay Medical Center. Mr. Massoud is a graduatean “independent director” within the meaning of the Wharton Schoolcorporate governance listing standards of the University of Pennsylvania

- 5 -

and worked for IBM for nearly 20 years asNasdaq Stock Market. Mr. Mahon is not considered independent because he received a marketing executive. Mr. Massoud’s extensive knowledge of local markets, educational background, and business experience benefitstransaction bonus in connection with the Board of Directors in its oversight of strategic planning and business development.

Albert E. McCoy, Jr.

Mr. McCoy is President of W. F. McCoy Petroleum Products Inc. and the McCoy Bus Company located in Bridgehampton, New York. Mr. McCoy is a membercompletion of the Compensation Committeemerger between Legacy Bridge and has served as a Director since April 2008. HeLegacy Dime in 2021. Mr. O’Connor is a graduate of George Washington University and a long standing shareholdernot independent because he is an employee of the Company. Mr. McCoy brings toIn reaching independence determinations of other directors, the Board of Directors an extensive knowledge of local marketsconsidered loans outstanding that were made on the same terms as available to others. See “Certain Relationships and the communities served by the Company which gives him unique insights into the Company’s lending challenges and opportunities.

Raymond A. Nielsen

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

Daniel Rubin

Mr. Rubin was a former member of the Board of Directors of CNB who was appointed to the Board in June 2015. Mr. Rubin is a founding Board Member of the former Community State Bank of Teaneck, New Jersey. His business experience includes a long tenure in the textile and fashion industry, as well as other entrepreneurial ventures. Mr. Rubin is a Board Member and Past President of the United Jewish Appeal of Northern New Jersey and a former board member of Englewood Hospital and Medical Center in Englewood, New Jersey among other philanthropic affiliations. Mr. Rubin brings to the Board of Directors an extensive knowledge of the New York City and New Jersey real estate markets and the communities served by the Company which gives him unique insights into the Company’s lending challenges and opportunities.

Rudolph J. Santoro

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

Thomas J. Tobin

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

knowledge of the communities served by the Company, provides a valuable resource to the Board of Directors.

Related Transactions,” below.

- 6 -
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED IN THIS PROXY STATEMENT.
10

Christian C. Yegen

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

NEOs Who Are Directors

Kevin M. O’Connor

Mr. O’Connor is President and Chief Executive Officer of the Company. He joined the Company in October 2007 as President and Chief Executive Officer Designee and Director. On January 1, 2008, he became President and CEO. Prior to joining the Company, Mr. O’Connor served as Executive Vice President and Treasurer of North Fork Bancorporation, Inc. from 1997 through 2007. Mr. O’Connor is a graduate of Adelphi University. Mr. O’Connor’s background and extensive banking experience provides a valuable resource to the Board of Directors.

Howard H. Nolan

Mr. Nolan is Senior Executive Vice President, Chief Administrative & Financial Officer of the Company. He also serves as the Company’s Corporate Secretary. Mr. Nolan is a Certified Public Accountant and joined the Board as a Director in 2003 and was appointed Chief Operating Officer in June 2006. Prior to 2006, Mr. Nolan was Vice President of Finance and Treasurer for Gentiva Health Services, Inc. and held various management positions at Long Island Savings Bank and was Senior Audit Manager at KPMG. Mr. Nolan is a graduate of Dowling College. Mr. Nolan’s background and extensive experience in finance and accounting and knowledge of local markets provides a valuable resource to the Board of Directors.

NEOs Who Are Not Directors

James J. Manseau

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

Kevin L. Santacroce

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

John M. McCaffery

Mr. McCaffery is Executive Vice President and Treasurer of the Company. Mr. McCaffery joined the Company in 2012 as Senior Vice President and Treasurer and was promoted to Executive Vice President in 2014. Prior to BNB, McCaffery was the Treasurer of State Bank of Long Island. Mr. McCaffery is a graduate of Hofstra University.

TABLE OF CONTENTS

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DIRECTOR NOMINATIONS

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

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

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

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

·Has the highest personal and professional ethics and integrity and whose values are compatible with thosehighest personal and professional integrity, who shall have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the Company’s shareholders.
The charter of the Company;
·Has had experiences and achievements that have given him or her the ability to exercise and develop good business judgment;
·Is willing to devote the necessary time to the work of the Board and its Committees, which includes being available for Board and Committee meetings;
·Is familiar with the communities in which the Company operates and/or is actively engaged in community activities;
·Is involved in other activities or interests that do not create a conflict with their responsibilities to the Company and its shareholders; and
·Has the capacity and desire to represent the balanced, best interests of the shareholders of the Company as a group, and not primarily a special interest group or constituency.

While the Corporate Governance Committee provides that diversity, inclusive of gender, race, and Nominatingethnicity shall be part of the selection criteria for determining the individuals to be considered for election and re-election to the Board. Further, the Charter provides that the Corporate Governance Committee does not haveshall endeavor in good faith to include women and people of color in each candidate pool for a formal policy with respect to diversityposition on the Board. There are currently two women on the Board of Directors consideration is given to nominating persons with different perspectives and experience to enhance the deliberation and decision-making processesone person of the Board of Directors.

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color.

PROCEDURES FOR THE NOMINATION OF DIRECTORS BY SHAREHOLDERS

The Board has adoptedCompany’s Bylaws set forth the procedures for the submission of director nominees by shareholders. If a determination is made that an additional candidate is needed for the Board of Directors, the Board will consider candidates submitted by a shareholder. Shareholders can submit the names of qualified candidatesnominations for Directordirector by writing to our Corporate Secretary, Bridge Bancorp,Dime Community Bancshares, Inc., 2200 Montauk898 Veterans Memorial Highway, P.O. Box 3005, Bridgehampton,Suite 560, Hauppauge, New York 11932.11788. The Corporate Secretary must receive a submission not less than ninety (90) days prior to the date of the Company’s proxy materials for the preceding year’s annual meeting. TheAs more fully set forth in the Company’s Bylaws, the submission must include the following information:

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

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

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

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

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

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

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

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

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

The name and address of the shareholder at an annual meetingas they appear on the Company’s books, and number of shareholdersshares of Common Stock that are owned beneficially by such shareholder (if the shareholder is not a holder of record, appropriate evidence of the shareholder’s ownership will be required);
The name, address and contact information for the candidate, and the number of shares of Common Stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the candidate’s ownership should be provided);
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A statement of the candidate’s business and educational experience, detailed information about any relationship or understanding between the proposing shareholder and the candidate, and a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected;
Such other information regarding the candidate as would be required to be included in the proxy statement pursuant to SEC Regulation 14A;
A statement detailing any relationship between the proposing shareholder, the candidate and any customer, supplier or competitor of the Company or its affiliates; and
A statement as to whether the shareholder intends to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the Company’s voting shares to elect such nominee or nominees.
In order to be eligible for inclusion in the proxy materials for the Annual Meeting, shareholder nominations must comply with the procedural and informational requirements described in “Advance Notice of Nominations or Business to Be Brought Before an Annual Meeting.”

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

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

A shareholder of the Company who wants to communicate with the Board of Directors or with any individual Directordirector can write to the Corporate Secretary, Bridge Bancorp,Dime Community Bancshares, Inc., 2200 Montauk898 Veterans Memorial Highway, P.O. Box 3005, Bridgehampton,Suite 560, Hauppauge, New York 11932, Attention: Board Administration.

11788.

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

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

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

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

Forward the communication to the director or directors to whom it is addressed;
Attempt to handle the inquiry directly, for example where it is a request for information about the Company or it is a stock-related matter; or
Not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.
At each Board meeting, managementthe Corporate Secretary shall present a summary of all communications received since the last meeting that were not forwarded and make those communications available to the Directors.

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directors.

CODE OF ETHICS

The Board has adopted a Code of Ethics that is applicable to the officers, directors and employees of the Company, including the Company’s principal executive officer, principal administrativefinancial officer, principal financial officer,and principal accounting officer or controller, or persons performing similar functions. The Code of Ethics is available on the Company’s website,www.bridgenb.comwww.dime.com. Amendments to and waivers from the Code of Ethics will also be disclosed on the Company’s website.

BOARD MEETINGS AND COMMITTEES

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

Audit
Committee
Compensation
Audit Committee
Compensation
Committee
Corporate Governance and
Nominating Committee
Rudolph J. Santoro*Emanuel Arturi*
Kevin Stein*
Rosemarie Chen*
Dennis A. Suskind*
Charles I. MassoudMarcia Z. Hefter
Raymond A. Nielsen
Charles I. Massoud
Michael P. Devine
Michael P. Devine
Joseph J. Perry
Matthew A. Lindenbaum
Matthew A. Lindenbaum
Dennis A. Suskind
Daniel Rubin
Albert E. McCoy, Jr.
Raymond A. Nielsen
Christian C. Yegen
Rudolph J. Santoro
Raymond A. Nielsen
Kevin Stein
*
Committee Chairperson
In addition, the Company has a Compliance Risk, a Credit Risk, an Enterprise Risk and a Strategic Planning Committee. All of the Committees of the Board are comprised solely of independent directors.
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The business of the Board of Directors of the Company and the Bank is conducted through meetings and activities of the Boards and their Committees. The Board of Directors of the Company and the Bank meets monthly, orgenerally hold ten regular meetings during the course of a year, but will meet more often as may be necessary. The Board of Directors of the Company and the Bank met twenty16 times during 2015.2021. No Directordirector attended fewer than 75% in the aggregate of the total number of Board meetings held and the total number of Committee meetings on which he or she served during 2015,2021, including Board and Committee meetings of the Bank and the Company. Although it has no official policy,
BOARD LEADERSHIP AND RISK OVERSIGHT
Board Leadership Structure
The Executive Chairman of the Board strongly encourages eachCompany is Kenneth J. Mahon, former director and Chief Executive Officer of its members to attendLegacy Dime, and the Annual MeetingLead Director of Stockholders. All persons serving onthe Company is Marcia Z. Hefter, who was the Chairperson of the Board of Directors atof Legacy Bridge. The Executive Chairman provides overall leadership to enhance the timeeffectiveness and performance of the Annual MeetingBoard of Stockholders heldDirectors and acts as the primary spokesperson for the Board of Directors and, among other things, confers with the Chief Executive Officer on May 8, 2015 attendedreviewing and developing strategic initiatives for the meeting.

BOARD LEADERSHIP AND RISK OVERSIGHT

Board Leadership Structure

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

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

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

The Role of the Board in Risk Oversight

The entire

In the ordinary course of business, the Company faces various strategic, operating, compliance, reputational, technological and financial risks. Management is responsible for the day-to-day management of risk, while the Board, as a whole and through its Committees, is responsible for the oversight of Directors is engaged inrisk management. In its risk oversight role, the Board has the responsibility of satisfying itself that the risk management oversight.processes designed and implemented by management are adequate and functioning as designed. The Enterprise Risk and Audit Committee assistsCommittees assist the Board of Directors in its oversight of the Company’s corporate-wide risk management and in identifying, measuring, monitoring, and managing risks, and as to the Audit Committee in particular, material financial risks. In addition, the Bank’sThe Company’s Enterprise Risk Management Committee (“ERMC”) includes two independent directors who serve in an advisory role. The Board of Directors receives regular reports from these independent directors, as well as from the AuditCompliance Risk and Credit Risk Committees of the Board.
The Compliance Risk Committee of the Board assists the Board in fulfilling its compliance oversight responsibilities regarding consumer protection and fair lending, the Community Reinvestment Act, and BSA/AML compliance by, among other things, approving and reviewing the effectiveness of the Bank’s compliance management system and overseeing the assessment and monitoring of the risks associated with the Bank’s consumer compliance and BSA/AML activities. The Credit Risk Committee of the Board assists the Board in fulfilling its credit risk management functions by, among other things, setting acceptable levels of credit risk and reviewing the effectiveness of management’s administration and monitoring of credit risk. The Strategic Planning Committee of the Board assists the Board in its oversight of the capital planning of the Company, which includes the operating expense budget and key business plan objectives. In addition, management has established management ALCO, Compensation and Benefits, Credit Risk, Enterprise Risk, Loan Approval, Regulatory Compliance Risk, Strategic Planning, and Technology committees to provide regular reports as to the actions taken by management to adequately address those risks.

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THE AUDIT COMMITTEE

The

Effective with the closing of the Merger on February 1, 2021, the Audit Committee consists of Directors Stein (Chairperson), Nielsen, Perry and Suskind. For one month prior to the Merger, the Audit Committee was comprised of Messrs. Santoro (Chairperson), Massoud, Nielsen, Rubin, and Suskind. Each member of the Audit Committee is considered “independent” as defined in the NASDAQ®Nasdaq corporate governance listing standards and under SEC Rule 10A-3. The duties and responsibilities of the Audit Committee include, among other things:
Retain, oversee and evaluate the independent registered public accounting firm to audit the annual consolidated financial statements of the Company;
In consultation with the independent registered public accounting firm and the internal audit function, review the integrity of the Company’s financial reporting processes, both internal and external;
Review the annual audited consolidated financial statements, quarterly financial statements and the independent registered public accounting firm’s report with management and the independent registered public accounting firm and recommend inclusion of the annual audited consolidated financial statements in the Company’s annual report on Form 10-K;
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·Retaining, overseeing and evaluating the Independent Registered Public Accounting Firm to audit the annual consolidated financial statements of the Company;

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

·Reviewing the annual audited consolidated financial statements, quarterly financial statements and the Independent Registered Public Accounting Firm’s report with management and the Independent Registered Public Accounting Firm and recommending inclusion of the annual audited consolidated financial statements in the Company’s annual report on Form 10-K;

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

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

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

·Reviewing the adequacy of the Audit Committee charter.

Review and discuss with the independent registered public accounting firm all significant relationships the independent registered public accounting firm has with the Company to determine and assess independence, qualification and performance;
Review the internal audit function of the Company and the annual audit plan and ensure that the internal audit function adheres to the Institute of Internal Audit’s International Professions Practice Framework;
Approve all engagements for audit and non-audit services by the independent registered public accounting firm; and
Review the adequacy of the Audit Committee charter.
The Audit Committee met tenfive times during 2015.2021. The Audit Committee reports to the Board on its activities and findings. The Board of Directors has determined that Rudolph SantoroDirectors Stein, Nielsen, and Dennis SuskindPerry are “Audit Committee Financial Experts” as that term is used in the rules and regulations of the SEC.

AUDIT COMMITTEE REPORT

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

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

In discharging its responsibilities, the Audit Committee has:

·Reviewed and discussed with management, and the Independent Registered Public Accounting Firm, the Company’s audited consolidated financial statements for the year ended December 31, 2015;

·Reviewed and discussed with the Independent Registered Public Accounting Firm allmatters required to be discussed underAuditing Standard No. 16, Communications with Audit Committees, as adopted by the PCAOB; and

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

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

Reviewed and discussed with the Independent Registered Public Accounting Firm all matters required to be discussed under the applicable requirements of the PCAOB; and
Received the written disclosures and the letter from the Independent Registered Public Accounting Firm required by applicable requirements of the PCAOB regarding the Independent Registered Public Accounting Firm’s communications with the audit committee concerning independence, and has discussed with the Independent Registered Public Accounting Firm its independence from the Company.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20152021 and filed with the SEC. In addition, the Audit Committee selected Crowe Horwath LLP to be the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2016,2022, subject to the ratification of this appointment by the shareholders.

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

The foregoing report has been furnished by Audit Committee members:

Rudolph

Kevin Stein, Chairperson
Raymond A. Nielsen
Joseph J. Santoro, Chairperson

Charles I. Massoud

Daniel Rubin

Perry

Dennis A. Suskind

THE COMPENSATION COMMITTEE
The Compensation Committee

is appointed by the Board of Directors to assist the Board in fulfilling its responsibilities relating to the compensation and benefits provided to the Company’s executive management and to review, administer, evaluate and recommend the benefit plans and overall compensation for the Company. The Compensation Committee met fivenine times in fiscal year 2015. Theduring 2021. Effective with the closing of the Merger on February 1, 2021, the Compensation Committee consists of Directors ArturiChen (Chairperson), Hefter,Devine, Lindenbaum and McCoy Jr. For one month prior to the Merger, the Compensation Committee was comprised of Messrs. Arturi

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

www.dime.com.

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

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

·
Establish, review, and modify from time to time as appropriate the overall compensation philosophy of the Company;
Review, evaluate and recommend Company objectives relevant to the CEO’s compensation; evaluate CEO performance relative to established goals; and review, evaluate and recommend to the full Board of Directors, the CEO’s compensation;

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

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

·Administer the Company’s stock benefit plans; and

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

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

Review, evaluate and recommend Company objectives relevant to the compensation of the Company’s other executive officers; review and evaluate such officers’ performance relative to established goals; and review, evaluate and determine such officers’ compensation and employment agreements, including any change of control and indemnification provisions;
Review, evaluate and recommend, in consultation with the Corporate Governance and Nominating Committee, the compensation to be paid to directors of the Company and of affiliates of the Company for their service on the Board;
Administer the Company’s stock benefit plans; and
Review and oversee incentive compensation arrangements of the Bank to ensure they are balanced relative to incentives and risk objectives.
Compensation recommendations for the CEO, President and Chief Operating Officer (“President”), Chief Administrative and Financial Officer (“CAO”CFO”), Chief Lending Officer (“CLO”), Chief Retail Banking Officer (“CRO”) and Treasurer, collectively known as NEOs,General Counsel are made by the Compensation Committee to the Board of Directors.Committee. Decisions regarding compensation, including non-equity compensation, for the other officers are made under the authority of the Company’s CEO. The Compensation Committee has engaged McLagan, an AON Hewitt company,part of the Human Capital Solutions division at Aon p/c (“McLagan”), an outside and independent national compensation consulting firm, to assist in the annual review of its incentive compensation arrangements for the NEOs and all other employee groups of the Bank.Bank and to provide recommendations on the amount and form of director compensation. McLagan also assisted the Compensation Committee of Legacy Bridge in its Merger-related compensation actions, as described below under “Executive Compensation.” The fees paid to McLagan for their services in 2021 totaled $195,570.
The Compensation Committee considered the independence of McLagan, in light of SEC rules and Nasdaq listing standards. The Committee requested and received a report from McLagan addressing the independence of McLagan and its consultants, including the following factors: (1) other services provided to us by McLagan; (2) fees paid by us as a percentage of McLagan’s total revenue; (3) policies or procedures maintained by McLagan that are designed to prevent a conflict of interest; (4) any business or personal relationships between the consultants and a member of the Committee; (5) any company stock owned by the consultants; and (6) any business or personal relationships between our executive officers and the consultants. The Committee discussed these considerations and concluded that the work performed by McLagan and its consultants involved in the engagements did not raise any conflict of interest and that McLagan has not provided any other services for the Company.

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served as an independent compensation consultant.

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

Compensation Committee Interlocks and Insider Participation
None of the Company’s finance department supportcurrent members of the Compensation Committee, or former members who served during 2021, is, or was, an officer of the Company. During the year ended December 31, 2021, the Company had no “interlocking” relationships in its dutieswhich any executive officer of the Company is a member of the board of directors or compensation committee of another entity, one of whose executive officers is a member of the Company’s Board of Directors or Compensation Committee.
THE CORPORATE GOVERNANCE COMMITTEE
The Corporate Governance Committee is appointed by the Board of Directors to assist the Board in developing corporate governance principles applicable to the Company and alongto recommend nominees for directorships and committee memberships to the Board. The Corporate Governance Committee met four times during 2021. Effective with the CEOclosing of the Merger on February 1, 2021, the Corporate Governance Committee consists of Directors Suskind (Chairperson), Devine, Lindenbaum and CAO, mayStein. For one month prior
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to the Merger, the Governance Committee was comprised of Messrs. Suskind (Chairperson), Massoud, Nielsen, Lindenbaum, and Santoro. Each member is considered independent as defined in the Nasdaq corporate governance listing standards. The Board has adopted a charter for the Corporate Governance Committee, which is available on the Company’s website, www.dime.com.
The Corporate Governance Committee’s responsibilities include, among other duties, the responsibility to:
Review the size and composition of the Board from time to time and make recommendations to the Board regarding such assessments;
Develop, adopt and recommend to the Board criteria for the selection of individuals to be delegated authorityconsidered for election or re-election to fulfill certain administrative duties regardingthe Board;
Recommend to the Board nominees to stand for election by the shareholders at the annual meeting;
Review status and independence of a director if there is change in such director’s employment or third-party responsibilities;
Review Board committees and recommend to the Board the number, identity and responsibilities of Board committees and the Chairperson of such committees, as well as the directors designated to serve as members of such committees; and
Review and approve all related-party transactions, including transactions between the Company and a related person as defined in Item 404 of Regulation S-K.
DIRECTOR COMPENSATION
Compensation Paid to Board Members
As of the effective time of the Merger, former Legacy Bridge directors Emanuel Arturi, Charles I. Massoud, Daniel Rubin, Rudolph J. Santoro, Thomas J. Tobin and Christian C. Yegen resigned from the Board of Directors of the Company, and former Legacy Dime directors Rosemarie Chen, Michael P. Devine, Kenneth J. Mahon, Vincent F. Palagiano, Joseph J. Perry and Kevin Stein (the “Legacy Dime Directors”) were appointed as directors of the Company. Accordingly, the Board of Directors of the Company is comprised of former Legacy Bridge directors Marcia Z. Hefter, Matthew A. Lindenbaum, Albert E. McCoy, Jr., Raymond A. Nielsen, Kevin M. O’Connor, Dennis A. Suskind and the Legacy Dime Directors.
All members of the Board of Directors of the Company also serve on the Board of the Bank. For the period from February 1, 2021 to December 31, 2021, each outside (non-employee) director received an annual retainer fee of $130,000. The Executive Chairman of the Board of Directors received an additional annual retainer of $60,000 and the Lead Director of the Board of Directors received an additional annual retainer of $25,000. The Chairpersons of the Audit, Compensation, and Enterprise Risk Committees received an annual committee chair retainer of $25,000 and the Chairpersons of the Compliance Risk, Corporate Governance, and Credit Risk Committees received an annual committee chair retainer of $15,000. All retainers are paid 55% in cash and 45% in Common Stock. For one month prior to the completion of the Merger, directors of Legacy Bridge were compensated $1,200 for the January 2021 Board meeting and members of the Legacy Bridge Board Committees were compensated $1,000 per meeting attended. See “Director Summary Compensation Table” below.
Directors’ Stock Purchase Program
The Company maintains the Dime Community Bancshares, Inc. Directors’ Stock Purchase Plan (the “DSPP”). The DSPP permits outside directors to receive, in the form of Common Stock, all or any portion of Board, Committee Chair or Lead Director retainers that are otherwise payable in cash. Any election must be made during a period when open market trading is permitted and can only be changed or revoked during a similar period. All elections and changes are subject to Compensation Committee or Board approval. Elections are limited to a specific calendar year, and, therefore, must be renewed and approved by the Compensation Committee or Board each year. Under the DSPP, cash compensation is converted into shares of Common Stock based on the closing price of the Common Stock on the Nasdaq Stock Market on the date on which the cash compensation would otherwise be paid. Ms. Chen and Messrs. Perry and Stein participated in the DSPP during the year ended December 31, 2021.
Directors’ Deferred Compensation Plan
Legacy Bridge maintained the Directors’ Deferred Compensation Plan, which was a nonqualified deferred compensation plan that allowed a director to defer his or her annual retainer earned from May 1 to April 30 and to have such amounts invested in restricted stock units. The Directors’ Deferred Compensation Plan terminated and the covered participants were paid their account balances as of the closing of the Merger.
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Director Summary Compensation Table
The following table sets forth information pertaining to the compensation programs.paid to non-employee directors for the fiscal year ended December 31, 2021:
Name(1)
Fees Earned or
Paid in Cash
Stock
Awards
Total
Kenneth J. Mahon(2)
$95,792
$78,370(6)
$174,162
Marcia Z. Hefter
$88,908
$70,107(3)
$159,015
Rosemarie Chen(2)
$78,146
$63,916(7)
$142,062
Michael P. Devine(2)
$65,542
$53,609(5)
$119,151
Matthew A. Lindenbaum
$67,742
$53,609(5)
$121,351
Albert E. McCoy, Jr.
$76,304
$59,800(4)
$136,104
Raymond A. Nielsen
$78,304
$59,800(4)
$138,104
Vincent F. Palagiano(2)
$65,542
$53,609(5)
$119,151
Joseph J. Perry(2)
$78,146
$63,916(7)
$142,062
Kevin Stein(2)
$78,146
$63,916(7)
$142,062
Dennis A. Suskind
$75,304
$59,800(4)
$135,104
Emanuel Arturi(8)
$3,200
$3,200
Charles I. Massoud(8)
$3,200
$3,200
Daniel Rubin(8)
$4,200
$4,200
Rudolph J. Santoro(8)
$3,200
$3,200
Thomas J. Tobin(8)
$3,200
$3,200
Christian C. Yegen(8)
$3,200
$3,200
(1)
Kevin M. O’Connor, the Company’s CEO, is not included in this table as he is a Named Executive Officer of the Company and did not receive additional compensation as a director.
(2)
Commenced services as a director as of February 1, 2021
(3)
Value of 2,333 shares of restricted stock awarded on April 1, 2021
(4)
Value of 1,990 shares of restricted stock awarded on April 1, 2021
(5)
Value of 1,784 shares of restricted stock awarded on April 1, 2021
(6)
Value of 2,608 shares of restricted stock awarded on April 1, 2021
(7)
Value of 2,127 shares of restricted stock awarded on April 1, 2021
(8)
Ceased services as a director as of February 1, 2021
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Governance and Social Highlights
The Company is committed to strong corporate governance and social responsibility. We believe that this commitment is essential to the success of the Company and promotes the interests of all of the Company’s stakeholders, such as its shareholders, employees, customers and community. The table below highlights various ways the Company and the Bank invests in corporate governance and social responsibility.
GOVERNANCE AND SOCIAL HIGHLIGHTS
Diversity and Inclusion
2 of 12 directors are women
���
1 director is a person of color
The Bank formed employee affinity groups, such as the Women’s Affinity Group, to promote diversity and inclusion in the workforce
Board of Directors
The Board has designated an independent Lead Director
Separation of Executive Chairman and CEO roles to enhance Board independence and oversight
Standing Committees are comprised of independent directors
The Company maintains a non-classified Board (annual election of directors)
The Board conducts an annual Board self-evaluation to assess its effectiveness
Community Impact
Conducted 58 Financial Literacy, Small Business and Home Ownership seminars in 2021
Over 150 employees volunteered to distribute food at 21 events after the onset of COVID-19
Bank officers served on the boards of 33 organizations engaged in community development, ranging from affordable housing and small business development to social services
Charitable contributions of $2 million in 2021, including $850,000 directly to small businesses impacted by COVID-19
Purchased $70 million of investments, primarily in mortgage-backed securities, where the underlying collateral is affordable housing properties. These investments help spur affordable housing and economic development
Originated $398 million of Community Development loans in 2021, including $38 million in loans to 22 non-profits
Through the Record Date, Legacy Bridge and Legacy Dime originated over 9,500 SBA Paycheck Protection Program loans with an original principal balance of approximately $1.9 billion, becoming the leading provider of PPP loans among community banks in our footprint
Became the second leading SBA 504 lender in our trade area, including money-center banks
The Bank supported the NY Forward Loan Program to help New York State small businesses, non-profits, and landlords access flexible loan capital to help reopen after the COVID-19 outbreak
The Bank is a founding member of the Long Island Racial Equity Funders Collaborative, a collaboration of funders working to support Black-led non-profits on Long Island to promote racial equality
Investment in Green Initiatives
The Bank purchased a $4 million green bond, the proceeds of which will be used to finance or refinance existing and future projects that facilitate the transition to a low carbon economy in the United States
Business Conduct
The Company maintains a Code of Ethics which sets forth ethical guidelines and professional conduct to be followed by employees and directors
The Company maintains a Business integrity hotline for anonymous reporting of violations of the Code of Ethics
The Company maintains Corporate Governance Guidelines which sets forth the Company’s corporate governance standards
Work Environment
Continuous employee training and mentoring on appropriate workplace conduct to foster a collaborative and inclusive culture
Privacy and Data Security
Robust data security environment policies and procedures to maintain and protect the privacy and confidentiality of customer data
COVID -19 Response
The Company monitors and addresses the evolving COVID-19 pandemic by ensuring we implement measures to maintain the safety of employees and customers, for example, by maintaining a hybrid work environment, providing N95 masks to employees, COVID leave, and installation of physical enhancements to our facilities
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Board Diversity
Although the Board does not have a specific diversity policy, it recognizes that diverse representation on the Board serves to improve dialogue, decision-making, and culture in the boardroom. In recent years, our Corporate Governance Committee has focused on advancing continued diversity on the Board during refreshment activities by requiring that candidate pools include diverse individuals, including women and people of color, who meet the recruitment criteria. From the candidate pools, our Corporate Governance Committee will select our director candidates based on their qualifications and attributes as set forth above under, “Director Nominations.” Our director nominees include two women, or 17% of our Board, and a nominee identifying as more than one race.
Board Diversity Matrix (As of March 31, 2022)
Total Number of Directors
12
Female
Male
Non-Binary
Did not
Disclose
Gender
Number of directors based on gender identity
2
​10
​—
Number of Directors Who Identify in Any of the Categories Below:
African American or Black
1
Alaskan Native or Native American
Asian
1
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White
​2
​10
Two or More Races or Ethnicities
1
LGBTQ+
​—
Did not Disclose Demographic Background
​—
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EXECUTIVE OFFICERS
The following individuals are executive officers of the Company and/or the Bank, holding the offices set forth opposite their names as of the Record Date:
Name
Position Held
Kevin M. O’Connor
Chief Executive Officer
Stuart H. Lubow
President and Chief Operating Officer
Conrad J. Gunther
SEVP and Chief Lending Officer
Avinash Reddy
SEVP and Chief Financial Officer
Michael Fegan
EVP and Chief Technology & Operations Officer
James J. Manseau
EVP and Chief Banking Officer
Christopher Porzelt
EVP and Chief Risk Officer
Kevin L. Santacroce
EVP and Deputy Chief Lending Officer
Patricia M. Schaubeck
EVP and General Counsel
Austin Stonitsch
EVP and Chief Human Resources Officer
Brian Teplitz
EVP and Chief Credit Officer
Julie Levy
EVP and Chief Marketing Officer
Leslie Veluswamy
SVP and Chief Accounting Officer
The executive officers are elected annually and hold office until their respective successors have been elected and qualified, or until death, resignation or removal by the Board of Directors.
Biographical information of the executive officers who are not directors of the Company or Bank is set forth below.
Stuart H. Lubow, age 64
President and Chief Operating Officer of the Company and the Bank
Prior to the Merger on February 1, 2021, Mr. Lubow served as President of Legacy Dime and DCB. Prior to joining Legacy Dime and DCB in 2017, Lubow was a founder, Chairman, President, and Chief Executive Officer of Community National Bank from its inception in 2005 until its sale to the Bank in June 2015. Prior to that, Mr. Lubow was founder, President, and Chief Executive Officer of Community State Bank, Executive Vice President and Chief Operating Officer of Garden State Bank, and Chief Operating Officer at Dollar Dry Dock Bank. Prior to Dollar Dry Dock Bank. Mr. Lubow held senior positions at various regional banks.
Conrad J. Gunther, age 75
Senior Executive Vice President and Chief Lending Officer of the Company and the Bank
Prior to the Merger on February 1, 2021, Mr. Gunther served as Executive Vice President and Chief Lending Officer of Legacy Dime and DCB. Prior to joining Legacy Dime and DCB in 2017, Mr. Gunther served as Executive Vice President and Chief Lending Officer of First Central Savings Bank from 2015 to 2016 and First Executive Vice President and Chief Lending Officer of Community National Bank from 2008 to 2015. Prior to his association with Community National Bank, Mr. Gunther held senior positions at various Long Island financial institutions.
Avinash Reddy, age 37
Senior Executive Vice President and Chief Financial Officer of the Company and the Bank
Prior to the Merger on February 1, 2021, Mr. Reddy served as Executive Vice President and Chief Financial Officer of Legacy Dime and DCB. Prior to joining Legacy Dime and DCB in 2017, Mr. Reddy held several investment banking roles with firms including Evercore Partners, from 2011 to 2014, Barclays Capital, from 2008 to 2011 and Lehman Brothers, from 2005 to 2008.
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Michael Fegan, age 55
Executive Vice President and Chief Technology and Operations Officer of the Bank
Prior to the Merger on February 1, 2021, Mr. Fegan served as the Chief Technology Officer of Legacy Dime and DCB. Prior to joining Legacy Dime and DCB in 2019, Mr. Fegan served as the Chief Information and Operations Officer of Investors Bank and prior thereto was Chief Operations and Technology Officer at Bank Leumi. He also served as Chief Information Officer and Head of Bank Operations for Suffolk County National Bank. Earlier in his career, Mr. Fegan held management positions at various financial institutions.
Julie Levy, age 58
Executive Vice President and Chief Marketing Officer of the Bank
Prior to the Merger on February 1, 2021, Ms. Levy was Senior Vice President and Chief Marketing Officer at Legacy Bridge. Prior to joining Legacy Bridge in 2019, Ms. Levy was the Retail Strategist at People’s United Bank in Bridgeport, CT. Ms. Levy’s earlier career included senior executive positions at Citibank’s Credit Card division over the course of 20 years.
James J. Manseau, age 58
Executive Vice President and Chief Banking Officer of the Bank
Prior to the Merger on February 1, 2021, Mr. Manseau served as Executive Vice President and Chief Retail Banking Officer of Legacy Bridge. Mr. Manseau joined Legacy Bridge and the Bank in March 2008 as Senior Vice President and Chief Retail Banking Officer. Prior thereto, Mr. Manseau served as Divisional Senior Vice President with North Fork Bancorporation, Inc. and Capital One.
Christopher Porzelt, age 55
Executive Vice President and Chief Risk Officer of the Company and the Bank
Prior to the Merger on February 1, 2021, Mr. Porzelt, a Certified Public Accountant, served as Chief Risk Officer of Legacy Dime and DCB. Upon completion of the Merger, Mr. Porzelt was appointed EVP and Deputy Chief Risk Officer of the Company and the Bank. Prior to joining Legacy Dime, Mr. Porzelt was a Managing Director of the Consulting Services Group at EisnerAmper LLP, and before joining EisnerAmper, Mr. Porzelt was associated with American International Group and was an Audit Partner at Deloitte and at Arthur Andersen.
Kevin L. Santacroce, age 53
Executive Vice President and Deputy Chief Lending Officer of the Bank
Prior to the Merger on February 1, 2021, Mr. Santacroce served as Executive Vice President and Chief Lending Officer of Legacy Bridge. Mr. Santacroce joined Legacy Bridge in March 1997 and was named Senior Vice President and Chief Lending Officer in 2004.
Patricia M. Schaubeck, age 61
Executive Vice President and General Counsel of the Company and the Bank
Prior to the Merger on February 1, 2021, Ms. Schaubeck, an attorney admitted to practice in New York, served as Executive Vice President and General Counsel of Legacy Dime and DCB since March 2018. Prior thereto, Ms. Schaubeck served as General Counsel to Sun Bancorp and its wholly-owned subsidiary, Sun National Bank, in New Jersey from September 2014 to January 2018 and General Counsel to Suffolk Bancorp and its wholly-owned subsidiary, Suffolk County National Bank, fro 2012 to 2014. Previously, Ms. Schaubeck served as General Counsel to various Long Island community banks and was associated with various New York City and Long Island, New York law firms where she represented financial institutions and real estate clients.
Austin Stonitsch, age 66
Executive Vice President and Chief Human Resources Officer of the Bank
Prior to the Merger on February 1, 2021, Mr. Stonitsch served as Chief Talent Officer of Legacy Bridge. Prior to joining Legacy Bridge in November 2016 Mr. Stonitsch held various senior Human Resource roles at Alma Bank, IDB Bank and JP Morgan Chase.
Brian Teplitz, age 64
Executive Vice President and Chief Credit Officer of the Bank
Prior to the Merger on February 1, 2021, Mr. Teplitz served as Chief Credit Officer at Legacy Bridge. Prior to joining Legacy Bridge in 2020, Mr. Teplitz served as Senior Credit Officer at Bank United from 2017 to 2020. Prior thereto, he spent 13 years with Capital One and Northfork Bank as a Senior Credit Officer. Mr. Teplitz began his career at Citibank where he spent 22 years in various functions including Divisional Controller, Relationship Management, Head of Underwriting, and Director of Loan Workout, North America.
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Leslie S. Veluswamy, age 37
Senior Vice President and Chief Accounting Officer of the Company and the Bank
Prior to the Merger on February 1, 2021, Ms. Veluswamy, a Certified Public Accountant, was Senior Vice President and Chief Accounting Officer of Legacy Dime and DCB. Prior to joining Legacy Dime and DCB in 2016, Ms. Veluswamy was Assistant Controller with the insurance brokerage company, Crystal and Company from 2014 to 2016, and, from 2008 to 2014, Ms. Veluswamy was an auditor with the public accounting firm of Crowe LLP, where her last position was as Manager.
COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation
This compensation discussion & analysis (the “CD&A”) describes our executive compensation program and explains how the Compensation Committee made its compensation decisions for our named executive officers (also referred to in this CD&A as “NEOs”) listed below for fiscal year 2021.
Name
Title
Kevin M. O’Connor
Chief Executive Officer (“CEO”)
Stuart H. Lubow
President and Chief Operating Officer (“President”)
Avinash Reddy
Senior Executive Vice President and Chief Financial Officer (“CFO”)
Conrad J. Gunther
Senior Executive Vice President and Chief Lending Officer (“CLO”)
Patricia M. Schaubeck
Executive Vice President and General Counsel
On February 1, 2021, Bridge Bancorp, Inc. (“Legacy Bridge”) and Dime Community Bancshares, Inc. (“Legacy Dime”) closed on the merger of equals between the respective companies, with Legacy Bridge as the surviving legal entity and its name changed to Dime Community Bancshares, Inc. (the “Merger”). The initial senior executive officers of the Company were (i) Mr. O’Connor as CEO, (ii) Mr. Lubow as President, (iii) Mr. Reddy as CFO, (iv) Mr. Gunther as CLO, and (v) John M. McCaffery, Senior Executive Vice President and Chief Risk Officer of the Company. On June 14, 2021 Mr. McCaffery’s employment with the Company terminated without Cause (as that term was defined in Mr. McCaffery’s Employment Agreement and Retention and Award Agreement, both dated October 16, 2020). The Company and Mr. McCaffery entered into an Agreement and General Release pursuant to which the Company made payment to Mr. Caffery in full satisfaction of the Company’s obligations under the Employment Agreement and the Retention and Award Agreement, as more fully described under the table, “Potential Payments Upon Termination or Change in Control,” below. Subsequent to Mr. McCaffery’s termination, Christopher Porzelt was appointed as Executive Vice President and Chief Risk Officer of the Company. He previously served as Executive Vice President and Deputy Chief Risk Officer of the Company.
Prior to the Merger, Howard H. Nolan served as the Chief Operating Officer and Corporate Secretary of Legacy Bridge. As of the date of the Merger, Mr. Nolan’s employment agreement with Bridge was cancelled pursuant to the terms of a Settlement and Release Agreement, as more fully described under the table, “Potential Payments Upon Termination or Change in Control,” below. Mr. Nolan provided consulting services to the Company from February 2, 2021 to June 30, 2021 pursuant to a Non-Competition and Consulting Agreement, as more fully described under the table, “Potential Payments Upon Termination or Change in Control,” below.
Company Performance
A significant milestone for the Company in 2021 was the closing of the Merger. The Merger created the opportunity to build an institution on complementary strengths and accelerate shareholder value. The Company was able to realize these opportunities in 2021 as evidenced by the following:
(1)
Non-Interest-Bearing Deposits. In 2021, we experienced exceptional growth in non-interest-bearing deposits. Non-interest-bearing deposits increased by approximately $967 million since the closing of the Merger and represented 37.5% of total deposits at December 31, 2021.
(2)
Cost of Funds. We proactively managed the Bank’s cost of funds lower over the course of the year. The cost of deposits declined to 0.11% by the fourth quarter of 2021.
(3)
Small Business Administration Paycheck Protection Loans (“PPP Loans”). The Bank continued to be the leading community bank provider of PPP Loans on Greater Long Island. We originated over $580 million of PPP Loans in 2021.
(4)
Systems conversion. The Company successfully completed its Merger-related core systems integration on time without any customer disruption.
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(5)
Efficiency Ratio. The Company maintained its strong focus on expense discipline and operated at a core efficiency ratio of 48% for fiscal 2021, compared to the announced 50% benchmark at the close of the Merger.
(6)
Asset Quality. The Company’s asset quality metrics remained stable on a year-over year basis. Nonperforming assets and loans 90 days or more past due on accrual status represented only 0.36% of total assets at year-end 2021 and the ratio of net charge-offs to average loans for 2021 was only 0.10%.
(7)
Commercial Real Estate (“CRE”) Concentration Ratio. The consolidated Company CRE concentration ratio declined to 519% at year-end 2021 versus 554% at year-end 2020.
(8)
Shareholder Return. The Company returned approximately 95% of reported net income generated in 2021 to shareholders, via a combination of common stock dividends and share repurchases.
Key Compensation Decisions in 2021 – Executive Summary
Compensation for 2021 was initially reviewed and discussed by the Compensation Committee of each of Legacy Bridge and Legacy Dime in conjunction with the Merger. Each Compensation Committee reviewed proposed terms of employment to be agreed upon with the NEOs, including new salary and incentive compensation opportunities, as well as certain transaction related compensation, including transaction bonuses, retention bonuses and one-time equity grants. These arrangements were compared to similar merger of equals transactions and a peer group analysis was provided by Legacy Bridge’s Compensation Committee’s independent compensation consultant, McLagan, part of the Human Capital Solutions division of Aon plc (“McLagan”). Based on the comparison to similar merger of equals transactions and McLagan’s peer group analysis, the following compensation decisions were made by the Company in 2021, which are explained in more detail below.
Base Salaries
Base salaries were set in conjunction with the Merger and were maintained at those levels through 2021.
Employment and Change in Control Agreements
In conjunction with the Merger, new employment agreements were entered into with Messrs. O’Connor, Lubow, Reddy, Gunther and McCaffery. In addition, the Company entered into a retention and award agreement with each NEO and Messrs, McCaffery and Nolan, which provided for transaction and retention awards comprised of cash and equity, effective with the closing of the Merger, as described in more detail below under “Merger-Related Compensation.” The Company also entered into defense of tax position agreements with Messrs. O’Connor, Lubow, Reddy, Gunther and McCaffery. The agreements with the NEOs are described in more detail below under the heading, “Employment Agreements.”
In May 2021, the Company amended the Employment Agreements of Messrs. O’Connor, Lubow, Reddy and Gunther to delete the provision requiring the offset, in the event of a change in control occurring within twenty-four months of the Merger, of the value of the one-time equity grant granted to these executives in connection with the Merger. In addition, Ms. Schaubeck’s pre-existing change in control employment agreement was amended to provide that in the event of an involuntary termination under a Change in Control of the Company (as defined in the change in control employment agreement), Ms. Schaubeck would receive three times her compensation. The change in control employment agreement previously provided for the payment of two times compensation. Ms. Schaubeck’s agreement is described in more detail below under the heading, “Employment Agreements.”
In December 2021, Mr. Lubow’s Employment Agreement was further amended to increase his annual equity grant opportunity from 50% to 65% of base salary, commencing with the 2022 annual equity grant, and to increase his annual cash bonus opportunity from 65% to 100% of base salary, commencing with the annual cash bonus opportunity for the year beginning January 1, 2021. The increased award opportunities were made to better reflect Mr. Lubow’s efforts in the integration of the merged banks and his significant contribution to the positive results of the merged Company. The Compensation Committee acknowledged Mr. Lubow’s key responsibilities for the day-to-day operations of the Company. Further, the Compensation Committee viewed Mr. Lubow as having responsibilities that significantly contribute to the current and expected future success of the Company.
2021 Annual (Cash) Incentive Plan (“2021 AIP”)
In March 2022, the NEOs were paid annual cash incentives under the 2021 AIP for 2021 performance. As more fully discussed below under “2021 AIP,” each of the NEOs were paid 149% of the corporate performance goals under the 2021 AIP and 120% of the discretionary portion of the 2021 AIP.
2021 Long-Term (Equity) Incentive Plan (“2021 LTIP”)
Prior to the Merger, consistent with Legacy Bridge past practice, in January 2021, Messrs. O’Connor and McCaffery were granted restricted stock awards under Legacy Bridge’s 2021 Long Term Stock Incentive Program. The shares vest ratably over four years. In
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July 2021, the Compensation Committee awarded restricted stock to the NEOs under the 2021 LTIP and, except for Mr. O’Connor, were comprised of 60% performance-based awards and 40% time-vested awards. Mr. O’Connor’s July 2021 restricted stock award under the 2021 LTIP was reduced by the time-based restricted stock award granted to Mr. O’Connor in January 2021. Further, Mr. O’Connor’s award was comprised 100% of performance-based awards to better align the composition of his total 2021 long-term incentive award between time-vested and performance-based awards as provided under the 2021 LTIP. Long-term incentive awards are described in more detail below under the heading, “2021 LTIP.”
Retirement Benefits
In October 2021 the Company adopted a supplemental executive retirement plan (“SERP”). The SERP is intended to make participants in the SERP whole for the amounts that would have been contributed to the BNB Bank Pension Plan (the “Pension Plan”) and the Dime Community Bank 401(k) plan (the “401(k) Plan”) but for limits imposed by the Internal Revenue Code of 1986. Participation in the SERP commenced on October 1, 2021. Messrs. O’Connor and Lubow participate in the defined benefit portion and 401(k) portion of the SERP. Messrs. Reddy and Gunther and Ms. Schaubeck participate in the 401(k) SERP. Messrs. O’Connor’s, Lubow’s, Reddy’s and Gunther’s Employment Agreements provide that the executive shall be entitled to participate in benefits plans sponsored by the Company, including, without limitation, a supplemental executive retirement plan to the extent such plan is being provided to similarly situated executives in the Company. The SERP is discussed in more detail below under the heading, “Perquisites and Other Personal Benefits.”
Merger-Related Compensation
In conjunction with the Merger, the Company entered into retention and award agreements with each of the NEOs, as described in more detail below under the heading, “Employment Agreements.” The retention and award agreements provide for (i) a cash transaction bonus, which was paid in the first payroll period following the closing date of the Merger, (ii) a retention bonus, half of which was paid in cash on the one-year anniversary of the closing date of the Merger and half of which was a restricted stock retention award which cliff vested on the one-year anniversary of the closing date of the Merger, and (iii) a one-time equity grant of restricted stock which will vest in equal annual installments on the second, third, and fourth anniversary of the closing date of the Merger.
In connection with the Merger, the Compensation Committees of Legacy Bridge and Legacy Dime reviewed the proposed terms of employment to be agreed upon with certain executive officers (Messrs. O’Connor, Lubow, McCaffery, Reddy and Gunther), including new salary and incentive compensation opportunities, as well as certain transaction related compensation, including transaction bonuses, retention bonuses, and one-time equity grants, for approval by Board of Directors of Legacy Bridge. The major objective for the terms of employment was to retain these senior executives in the merged entity as they were key to the successful integration and performance of the resulting entity from the Merger. The importance of the retention of executive management was heightened as the Merger was being negotiated and likely to close during the COVID-19 pandemic. Further, the resultant entity of the Merger would exceed $10 billion in assets, crossing the threshold for enhanced regulatory scrutiny whereby executive leadership would be even more critical. The Compensation Committees acknowledged that management strength is particularly important in a merger of equals transaction and the goal in setting compensation for these key executives was to provide them with comprehensive, fair and reasonable compensation arrangements. These arrangements were compared to similar merger of equals transactions and a peer group analysis was provided by the Legacy Bridge Compensation Committee’s independent compensation consultant, McLagan. McLagan concluded that the proposed compensation was reasonable and appropriate as compared to market, based upon market data and the asset size of the combined entity.
Shareholder Vote
At the Company’s 2021 annual shareholders’ meeting, we received strong support for our executive compensation programs with 93.8% of the votes by shareholders cast in favor of a non-binding resolution to approve NEO compensation. The Company considered the shareholder advisory vote from the most recent annual meeting to be a positive endorsement of its current pay practices and believes the vote result is evidence that its compensation policies and decisions have been in the best interests of shareholders. As a result, the Compensation Committee retained its overall approach to executive compensation which was revised as a result of the Merger as discussed herein. The Company will continue to monitor the level of support for each say-on-pay proposal in the future and will consider this alongside other factors as it makes future executive compensation decisions.
Compensation Philosophy and Objectives
The Company’s executive compensation philosophy is, consistent with prudent banking business practices, to provide competitive target compensation opportunities with actual amounts earned commensurate with the Company’s financial performance and the generation of long-term value for shareholders through dividends and stock price appreciation. The goals of the executive compensation program are to enable the Company to attract, develop and retain an executive team capable of maximizing the Company’s performance for the benefit of its shareholders.
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To accomplish these goals, the Company sets a base salary to provide a reasonable level of predictable base income and near- and long-term performance-based compensation to provide the NEOs with clear opportunities to increase the value of their compensation by positive contribution to stockholder interests. The pay elements are intended to balance an appropriate mix of risk and return. Annual incentive awards are designed to provide incentives to encourage efforts to attain near-term goals, which do not encourage excessive risk taking. Long-term performance-based and time-vested restricted stock awards align executives’ interests with the Company’s shareholders and serve to retain executives over the long term.
The Compensation Committee, with the assistance of our independent compensation consultant, routinely reviews our compensation practices to ensure they support our compensation philosophy, are risk appropriate, market competitive and align our executives with shareholder interests. In support of this philosophy, the following summarizes the Company’s compensation governance and compensation practices:
What We Do
What We Don’t Do
Conduct annual shareholder advisory vote on compensation of our Named Executive Officers
We do not permit the hedging or pledging of Company securities
Maintain a Compensation Committee comprised entirely of independent directors
We do not allow for the repricing of the exercise price of stock options except in connection with corporate transactions or the approval of shareholders
Retain an independent executive compensation consultant to the Compensation Committee
We do not provide for gross-up payments to cover personal income taxes or excise taxes in connection with change in control severance payments
Conduct an annual incentive compensation risk assessment
Maintain a clawback policy
Require minimum stock ownership requirements for all directors and Named Executive Officers
Maintain an Insider Trading Policy that establishes pre-determined window periods for trading in Company securities
Double trigger on potential change in control severance payments.
Provide annual and long-term incentive plans with performance goals aligned with shareholder interests
Provide that a substantial portion of long-term equity awards are based on corporate goals
Provide that 60% of long-term incentive equity awards are performance based
For NEOs, compensation comparisons are based on a peer group of banks, taking into consideration asset size, geographic location, and loan portfolio composition. However, reasonable exceptions to this market comparison methodology are considered as appropriate by the Compensation Committee. The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader market. Instead, the Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as the Company’s business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.
Risk Assessment
The Charter for the Compensation Committee provides that the Compensation Committee is responsible for reviewing the Company’s incentive compensation arrangements to ensure that they are balanced with respect to risk, have effective controls and are compatible with regulatory guidance The Company’s compensation program is designed to mitigate risk by: (1) providing
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competitive non-performance-based salaries, retirement and fringe benefits, (2) incorporating cash incentives to reward current successes, in relation to forecast performance derived from the Strategic Plan, and (3) including long-term incentives in the form of stock awards and performance-based shares, as well as maintaining stock ownership and retention requirements, to sustain focus on long-term shareholder value.
In 2021, in accordance with best practices, the Compensation Committee engaged McLagan to assist in the reviewconduct a risk assessment of potential risks stemming from the Company’s incentive compensation programs.arrangements. In performing its risk assessment, McLagan conducted a comprehensive review and evaluationconsidered principles of sound incentive plans covering all employeescompensation practices. The goal of the Company.assessment was to evaluate whether the Company was in line with evolving regulatory expectations and market practices. The review included an evaluation of the design features of each plan, the governance and oversight aspects of each plan, the mix of cash and equity incentives opportunities, the use of performance metrics, the performance periods and time horizon of each plan, the various termination provisions associated with the plans, and other dimensions of the plans deemed relevant for the risk review process. McLagan reviewed the results of its assessment with the Committee and with management. Based on the results of the independent assessment by McLagan and the assessment of risks by the Committee, the Board has determined that the Company’s compensation policies, practices and programs do not promote excessive risk taking or pose risks that are reasonably likely to have a material adverse effect on Bridge Bancorp, Inc.

Thethe Company.

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

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Directors Arturi (Chairperson), Hefter, McCoy, Nielsen, and Yegen. None of these directors was during 2015, or is formerly, an officer of the Company. During the year ended December 31, 2015, the Company had no “interlocking” relationships in which any executive officer of the Company is a member of the board of directors or compensation committee of another entity, one of whose executive officers is a memberaspects of the Company’s Boardbenefit programs, the CEO, the President and the director of Directors orhuman resources are asked to provide input on corporate objectives and individual performance. Input from these individuals is considered to be suggestions and recommendations for the Compensation Committee.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Committee’s consideration. The primary goalsNEOs do not attend portions of the Compensation Committee (“Committee”) for 2015 were consistent with its established philosophy of providingmeetings during which their individual performance is being evaluated or their compensation arrangements for executive officers that are designed to attract and retain executives who can perform and manage the Company in the shareholders’ best interest. These compensation arrangements are designed to be aligned with the performance of the Company both on a short-term and long-term basis and are based on individual contributionsis being determined. The CEO and the Company’s performance.

Company Performance

Our Company, although certainly impacted by the economic downturn over the past number of years, has experienced significant growth in assets and earnings while maintaining very favorable credit quality.

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In 2015, the management team continued to grow our Company and take advantage of opportunities available in this turbulent banking environment. Considering the environment, the Committee views the performance in 2015 as a continuation of performance at a very high level as shown below:

·Performance: Returns on average assets and equity for 2015 were 0.71% and 7.91%, respectively, and the Company’s net income was $21.1 million, 53% higher than the $13.8 million reported in 2014. The 2015 results include $9.8 million in costs associated with the acquisition of CNB in June 2015.

·Credit Quality: The Company continues to maintain outstanding credit quality with nonperforming assets of $1.6 million or 0.04% of total assets at December 31, 2015, significantly better than peers.

·Capital Management and Dividend Payments: The Company has attracted and retained access to the capital and debt markets, increasing stockholder’s equity $234 million since December 2011 and raising over $80 million in subordinated debentures in September 2015. This capital was deployed to support the growth associated with the acquisitions of FNBNY Bancorp Inc. and its wholly owned subsidiary First National Bank of New York (collectively “FNBNY”) in February 2014 and CNB in June 2015, as well as organic growth. In 2015, the Company paid four quarterly dividends to shareholders totaling $0.92 per share. This continues the Company’s long term trend of uninterrupted dividends.

·Growth Strategy: The Company has continued its disciplined growth strategy delivering strong growth in both loans and deposits organically and via acquisition. During 2015, the Company experienced loan growth of $1.07 billion, or 80%, with 41% representing organic growth. Deposits increased $1.0 billion, or 55%, with 17% representing organic growth. As noted above, the Company acquired CNB in June 2015. CNB had total acquired assets on a fair value basis of $899.9 million, with loans of $734.0 million, investment securities of $90.1 million and deposits of $786.9 million, with eleven full-service branches, including seven in Nassau County, two in Suffolk and the Company’s first two branches in New York City: one in Manhattan and one in Bayside, Queens. At December 31, 2015, the Company had total assets of $3.8 billion, including $2.4 billion in loans, $2.8 billion in deposits and 40 branches from Montauk to Manhattan.

·Long-Term Performance: From January 1, 2011 to December 31, 2015, the Company’s tangible book value has increased $3.14 per share or 30% and the Company’s assets have grown $2.8 billion or 280% from approximately $1.0 billion to $3.8 billion.

Key Compensation Decisions – Executive Summary

·Increased Base Salaries– Based upon a review of compensation paid to executives in the proxy peer group and in light of the Company’s performance, the Committee and Board increased salaries for 2015 for the NEOs as follows:

  2015  2014 
Kevin M. O’Connor $515,000  $440,000 
Howard H. Nolan $305,000  $280,000 
Kevin Santacroce $300,000  $260,000 
James Manseau $285,000  $260,000 
John M. McCaffery $285,000  $250,000 

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·Payments Under the Short Term Incentive Plan: The primary performance vehicle for the Bank is the Short Term Incentive Program (“STIP”). The STIP is based 40% upon peer relative measures, 40% on absolute measures and 20% on board discretion. The peer relative measures require the Bank to achieve the 25th percentile for a threshold, or minimum payout, to occur. The target is the median or 50th percentile of peer performance and maximum is at the 75th percentile. For 2015, the Board determined STIP was awarded at 80% achievement which is between target and maximum performance compared to 79% achievement in 2014. The Plan awards are paid 50% in cash and 50% in restricted stock. Please see “Short Term Incentive Program” under the section “2015 Executive Compensation Components” for more details.

Long Term Incentive Plan: During 2015, in accordance with the Long Term Incentive Plan (“LTI Plan”), the Board granted long term stock awards including performance based awards. The LTI Plan includes 60% performance vested awards based on 3-year relative Total Shareholder Return (“TSR”) to the proxy peer group and 40% time vested awards. The awards are in the form of restricted stock units (“RSUs”) and cliff vest after five years and require an additional two year holding period before the RSUs are delivered in shares of common stock. Please see “Long Term Stock Incentive Program” under the section “2015 Executive Compensation Components” for more details.

Chief Executive Officer Compensation:

·Base Salary –The Board increased Mr. O’Connor’s 2015 base salary to $515,000 from $440,000 in 2014, in order to align his compensation with CEOs in the peer group and based on the performance of the Company.
·STIP Award - Mr. O’Connor earned a STIP award of 60% of base salary, which represents 80% of the overall maximum payout opportunity. The STIP Award of $309,000 is paid 50% in cash, and 50% in restricted stock that was granted in February 2016 and vests over five years.
·LTI Plan– As noted above, the Board approved the grant of equity in 2016 for 2015 performance. Under the LTI Plan, the awards are granted in the form of restricted stock units (RSUs) with 60% performance vested (“PSUs”) based upon the achievement of target performance (50th percentile of peer banks) measured on the 3 Year Total Shareholder Return, and 40% time vested. Both vest on February 15, 2021 and require an additional two year holding period before the RSUs are delivered in shares of common stock.

Other Named Executive Officer Compensation:

·Base Salaries – As noted above, the Board increased base salaries for the other executives during 2015.
·STIP Award– Each of the officers listed below earned a STIP award at the same 80% achievement as for Mr. O’Connor. In a similar fashion, all STIP Awards are paid 50% in cash and 50% in restricted stock that vest over five years.
·LTI Plan - The other executives also participated in the LTI Plan described above with grants of equity in 2016 for 2015 performance.

The Summary Compensation Table includes the cash portion of the STIP award earned in 2015, based on 2015 performance and paid in 2016, and restricted stock awards and restricted stock units granted on February 2, 2015 based on 2014 performance as presented below:

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        2015 Stock / RSU Awards    
        STIP Long Term    
      2015 Cash             Total Stock  
    2015 Cash Incentive %             / RSU  
      NEO 2015 Base Salary Incentive Salary Shares $ PSUs $ RSUs $ Awards $
                       
Kevin M. O'Connor $515,000 $154,500 30.0% 5,070 $130,350 4,485 $98,013 3,081 $65,350 12,636 $293,713
                       
Howard H. Nolan $305,000 $67,100 22.0% 2,367 $60,850 1,925 $42,068 1,322 $28,041 5,614 $130,959
                       
Kevin L. Santacroce $300,000 $60,000 20.0% 1,997 $51,350 1,925 $42,068 1,322 $28,041 5,244 $121,459
                       
James J. Manseau $285,000 $57,000 20.0% 1,997 $51,350 1,925 $42,068 1,322 $28,041 5,244 $121,459
                       
John McCaffery $285,000 $57,000 20.0% 1,921 $49,400 1,925 $42,068 1,322 $28,041 5,168 $119,509

Shareholder Vote

At our 2015 annual meeting, 94% of our shareholders approved our “say-on-pay” resolution as to the executive compensation disclosed in last year’s proxy statement. The Company considered the shareholder advisory vote from the most recent annual meeting to be a positive endorsement of its current pay practices and believes the vote result is evidence that its compensation policies and decisions have been in the best interests of shareholders. As a result, the Compensation Committee retained its overall approach to executive compensation. The Company will continue to monitor the level of support for each say-on-pay proposal in the future and will consider this alongside other factors as it makes future executive compensation decisions.

Overview of the Compensation Plan

The Committee has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The goal of the Committee is for the total compensation awarded to, earned by, and paid to our named executive officers and “covered employees” to be fair, reasonable and competitive and to comply with the regulatory guidance on Sound Incentive Compensation Policies (“SICP”). Our Named Executive Officers (referred to as NEOs) are Kevin M. O’Connor, President and Chief Executive Officer, Howard H. Nolan, Senior Executive Vice President, Chief Administrative and Chief Financial Officer, Kevin L. Santacroce, Executive Vice President and Chief Lending Officer, James J. Manseau, Executive Vice President and Chief Retail Banking Officer, and John M. McCaffery, Executive Vice President and Treasurer. Covered employees included senior executives as well as other employees who, either individually or as part of a group, have the ability to expose the Company or Bank to material amounts of risk.

Compensation Philosophy and Objectives

The compensation philosophy, established by the Committee, provides broad guidance on executive compensation and, more specifically, the compensation of the NEOs and other covered employees. The incentive compensation plans are designed to be consistent with safety and soundness standards and the regulatory guidance on SICP. The Plans include consideration of the following key principles:

(1)Incentive compensation arrangements should provide employees with incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose the Company or Bank to imprudent risk;
(2)These arrangements should be compatible with effective controls and risk management; and
(3)These arrangements should be supported by strong corporate governance, including active and effective oversight by the Company’s Board of Directors.

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The Company’s policies and procedures related to incentive plans have been reviewed by an independent compensation consultant, McLagan, to determine the Company’s and Bank’s compliance with the SICP. For NEOs, compensation comparisons are based on a peer group of banks, taking into consideration asset size, geographic location, and performance as well as internally developed goals. However, reasonable exceptions to this compensation philosophy are considered as appropriate by the Compensation Committee.

Specifically, the compensation philosophy includes:

·Aligning shareholder value with compensation;
·Providing a direct and transparent link between our performance and pay for the NEOs;
·Aligning the interests of the Company’s senior executive officers with that of the shareholders through performance based incentive plans;
·Making wise use of the Company’s equity resources to ensure compatibility between management and shareholder interests; and
·Awarding total compensation that is both reasonable and effective in attracting, motivating, and retaining key executives.

The compensation objectives of Bridge Bancorp, Inc. and The Bridgehampton National Bank, subject to experience and achieving plan performance, are to:

·Pay base salaries to the Company’s senior executives at a level consistent with the Company’s performance related to the Company’s selected peer group (the market);
·Provide total cash compensation (salary and cash incentive compensation) to the Company’s senior executives at a level consistent with performance related to market;
·Provide total direct compensation (the sum of salary, cash incentives and equity incentives) at a level consistent with performance related to market, based on planned and cumulative performance;
·Align senior management’s interest with that of shareholders through increasing equity compensation relative to total incentive compensation; and
·Comply with the SICP.

In addition, the Company’s compensation philosophy is to provide retirement benefits that are competitive with market practice. The Compensation Committee of the Board annually reviews the administration of the compensation plans.

We have considered the most recent shareholder say-on-pay advisory vote in determining compensation policies and decisions. In light of strong stockholder support, the Committee concluded that no material revisions were necessary to our executive officer compensation program.

Risk Assessment Process to Determine Covered Employees

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

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material if they are material to the Company or Bank, or a business line or operating unit of the Bank that is itself material to the Company or Bank.

Principle 1: Balanced Risk Taking Incentives

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

Principle 2: Compatibility with Effective Controls and Risk Management

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

Principle 3: Strong Corporate Governance

Our incentive compensation plans are supported by strong corporate governance, including active and effective oversight by the Compensation Committee and Board. In addition, the Compensation Committee reviews all incentive plans and has hired an independent compensation consultant, McLagan, to assess the incentive compensation arrangements for compliance with SICP. The Committee receives information and analysis from McLagan and management to allow the Committee and Board to assess whether the overall design and performance of the incentive compensation arrangements are consistent with the Company’s and Bank’s safety and soundness.

Role of Executive Officers in Compensation Decisions

The CEO provides recommendations to the Committee and Board on the other NEOs compensation. The Committee recommends and the Board approves all compensation decisions for the CEO as well as the other NEOs and approves recommendations regarding equity awards to certain officers of the Company. The NEOs annually review the performance and recommenddetermine the compensation for senior management of the Company who are not NEOs.

Setting Executive Compensation

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

were:
Asset Size
Geographic Location
Loan Portfolio Focused on Commercial Lending
26

·Asset Size
·Geographic Location
·Core Return on Average Equity (“ROAE”)
·Non-Performing Assets as a Percentage of Total Assets
·Loan Portfolio Focused on Commercial Lending

TABLE OF CONTENTS

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The Compensation Peer Group was reviewed by the Compensation Committee in 2014,2021 and, no changesgenerally, was the same peer group used by the Compensation Committee in 2020 to help establish post-Merger compensation levels. Changes were made.made to substitute previous peer banks that were involved in mergers. Not all companies in the Compensation Peer Group reported data for each of our executive positions. The twenty two24 companies comprising the Compensation Peer Group used to set fiscal year 20152021 pay levels and to assess relative total shareholder return for 2015 restricted stock unit grants for the NEOs follows:

were:
Compensation Peer Group
Access National
Atlantic Union Bankshares Corporation
Hudson Valley Holding Corp
Independent Bank Corp.
American National Bankshares
Berkshire Hills Bancorp, Inc.
Investors Bancorp, Inc.
Brookline Bancorp, Inc.
Lakeland Bancorp, Inc.(1)
Bryn Mawr Bank CorporationMonark
Columbia Financial, HoldingsInc.
OceanFirst Financial Corp.
Cardinal Financial
ConnectOne Bancorp, Inc.(1)
Park National Corporation
Old Line Bancshares, Inc.
Century
Customer Bancorp, Inc.
Oritani
Provident Financial Corp.Services, Inc.
Community Financial  Peapack-Gladstone Financial
Eagle Bancorp, Inc.
S&T Bancorp, Inc.
ConnectOne
First Commonwealth Financial Corporation
Sandy Spring Bancorp, Inc.
Suffolk Bancorp
Eagle BancorpTriState Capital Holdings
First Financial Bancorp.
TowneBank
Enterprise
First Midwest Bancorp, IncInc.
Univest Corporation of Pennsylvania
United Bankshares, Inc.
First of Long Island
Flushing Financial Corporation
WashingtonFirst Bancshares
WesBanco, Inc.
Hingham Institution for SavingsWashington Trust Bancorp
Fulton Financial Corporation
WSFS Financial Corporation

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

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

Each NEO’s current compensation was compared to the median of the applicable benchmark position within the Compensation Peer Group. Overall base pay and the targeted level of total direct compensation was competitive with the market median (9% below for base salary and 9% below for total direct compensation on average). A significant percentage of total compensation is allocated to incentives as a result of the philosophy mentioned above. The Compensation Committee’s recommendations on granting options and restricted stock awards are based on the evaluation of the Company’s performance in connection with year-end results the individual’s accomplishments and the position held by the individual. The NEOs are parties to employment and/or change in control agreements which are described elsewhere in this Proxy statement.

In the first half of 2015, the Company completed its acquisition of Community National Bank, resulting in significant growth in both asset size and market capitalization. Due to these factors, the Compensation Peer Group was subsequently reviewed and updated by the Committee. The updated Compensation Peer Group was used to measure the Company’s relative performance under the 2015 STIP and to help establish fiscal year 2016 pay levels for the Named Executive Officers. The updated Compensation Peer Group follows:

Compensation Peer Group
Brookline Bancorp Inc.Lakeland Bancorp
Bryn Mawr Bank Corp.Meridian Bancorp Inc.
Cardinal Financial Corp.OceanFirst Financial Corp.
Century Bancorp Inc.Oritani Financial Corp.
ConnectOne Bancorp, Inc.Peapack-Gladstone Financial
Dime Community BancsharesSandy Spring Bancorp Inc.
Eagle Bancorp IncSuffolk Bancorp
Enterprise Bancorp Inc.TowneBank
First of Long Island Corp.Univest Corp. of Pennsylvania
Flushing Financial Corp.Washington Trust Bancorp Inc.
Hingham Instit. for SavingsWSFS Financial Corp.

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Committee’s discretion.

20152021 Executive Compensation Components

For fiscal year ended December 31, 2015,2021, the principal components of compensation for NEOs were:
Base salary
Annual cash incentive compensation
Long term equity incentive compensation
Retirement benefits and perquisites
Employment and change in control employment agreements
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·Base salary
·Short term incentive program
·Long term equity incentive compensation
·Retirement and other benefits
·Perquisites and other personal benefits

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


Base Salary

The Company provides NEOs and other employees with base salary to compensate them for services rendered during the fiscal year. Base salary ranges for NEOs are determined for eacheach- executive based on his or her position and responsibility by using market data. Base salary ranges are designed so that salary opportunities for a given position will generally reflect +/- 15% of the market 50th percentile. The annual salary of the NEOs is reviewed annually by the Compensation Committee and Board of Directors.Committee. Base salaries for the NEOs for 20152021 and 2014 follows:

  2015  2014  % Change 
Kevin M. O’Connor $515,000  $440,000   17%
Howard H. Nolan $305,000  $280,000   9%
Kevin Santacroce $300,000  $260,000   15%
James Manseau $285,000  $260,000   10%
John M. McCaffery $285,000  $250,000   14%

2020 follow:

2021
2020
% Change
Kevin M. O’Connor
$900,000
$750,000
20.0%
Stuart H. Lubow(1)
$700,000
n/a
n/a
Avinash Reddy(1)
$500,000
n/a
n/a
Conrad J. Gunther(1)
$440,000
n/a
n/a
Patricia M. Schaubeck(1)
$350,000
n/a
n/a
John M. McCaffery(2)
$500,000
$390,000
28.2%
Howard H. Nolan(3)
$375,000
$375,000
0.0%
(1)
Messrs. Lubow, Reddy and Gunther and Ms. Schaubeck commenced employment with the Company effective with the closing of the Merger on February 1, 2021.
(2)
Mr. McCaffery’s employment with the Company terminated without Cause on June 14, 2021.
(3)
As of the closing of the Merger on February 1, 2021, Mr. Nolan’s employment agreement with the Company was cancelled pursuant to the terms of a settlement and release agreement, which is described in more detail below. Mr. Nolan performed consulting services for the Company from February 2, 2021 to June 30, 2021.
The increases in 20152021 base salaries addressed individual performance as well as the general shortfall to market and brought the NEOs into alignmenta competitive range of base salaries paid to comparable positions in the Peer Group.
2021 AIP
Our 2021 AIP provides the NEOs with the base salaries of the proxy peers.

Short Term Incentive Program

Each NEO hasopportunity to earn an incentive opportunity defined by a target incentive and range that is based on their role and competitive market practice. Incentive targets/ranges are expressed as a percentage of base salary and determined based on competitive market practice for similar roles in similar organizations. The Board established the financial performance targets to be used in establishing awards under the STIP for fiscal 2015, as well as the percentage of base salary that can be earned by each category of officerannual cash award based on the achievement of targets.pre-defined corporate goals and by consideration of other discretionary items. The objectives of the 2021 AIP are to align annual incentive compensation with financial benchmarks set forth in the Company’s 2021 Strategic Plan, is structured as follows:

Goals Relative to PeersWeighing %
Core ROAE30%
Core Operating Expense to Average Assets10%
Total Relative Goals40%
Board Defined “Absolute” Goals
Core EPS20%
NPA to Assets10%
Net Chargeoffs to Avg Loans10%
Total Absolute Goals40%
Board Discretion20%
Total100%

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The “relative” peer goals are measured using the trailing twelve months of performance as of September 30. The “absolute” goals are establishedpreviously adopted by the Board, encourage teamwork and collaboration, and to motivate and reward the achievement of specific, measurable performance objectives.

The Target levels for the 2021 AIP were based on the year ended December 31, 2015. The remaining 20% is determinedBoard approved Company budget for 2021 and were consistent with the Company’s goals for profitability and deposit growth at the discretiontime of the Board. Merger announcement and the Merger closing.
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The Company also maintains a STIP for all other employees based on absolute goals approved by the Committee and Board. The NEOs have agreed that their performance achievement will not exceedfollowing table sets forth the performance achievementmetrics under the 2021 AIP. The Adjusted PPNR/Average Assets and the Non-Interest Deposits/Deposits ratios are the “Corporate Factors.” Corporate Factors represent 70% of the other employee STIP. The “Core” goals above excludeAIP opportunity.
Metric
Weighting
Threshold
​Target
​Stretch
Adjusted PPNR / Average Assets(1)
35%
1.35%
1.50%
1.65%
Average Non-Interest Deposits / Deposits
35%
32.0%
35.0%
38.0%
Discretion
30%
(1)
Adjusted PPNR = adjusted pre-tax, pre-provision revenue. Excludes net interest income from SBA PPP, gains from sales of securities and other assets, Merger-related expenses, branch closure expenses, expenses related to termination of borrowings, and other one-time items.
In addition to the costs associated with the acquisition of CNB, and net losses on the sale of securities. We set our threshold, target and maximum performance levels as follows for the Core ROAE and Core Operating Expense to Average Assets relative peer measures:

·Threshold Performance:25th percentile  
·Target Performance:50th percentile
·Maximum Performance:75th percentile

In order to earn a minimum payout, the Company’s performance achievement must equal or exceed the threshold level. If none of the performance criteria are achieved, no short term incentive is earned under the

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

The Compensation Committee believes that the 2021 AIP should balance risk-taking with performance. Therefore, the Compensation Committee maintains a risk-based capital performance gate/trigger. If the Consolidated Company Total Risk-Based Capital ratio is below 10.5% at its discretion, recommendyear-end, bonus payments will be reduced to zero.
Each performance metric has a weighting and a range of performance that determines the payouts. Incentives pay out at a reduced level (i.e. 50% of Target) for Threshold performance, at 100% for Target performance, and at higher level (i.e. 150% of Target) for Stretch performance. Performance below Threshold will be zero. Performance in between levels is interpolated to reward incremental performance.
The table below summarizes the incentive opportunities for the NEOs for the 2021 plan year(1):
Name and Principal Positions
Salary ($)
Threshold Payout ($)
and % of Salary
​Target Payout ($)
and % of Salary
​Stretch Payout ($)
and % of Salary
Kevin M. O’Connor
CEO
$900,000
$450,000
$900,000
$1,350,000
 
50.0%
100.0%
150.0%
Stuart H. Lubow
President and COO
$700,000
$350,000
$700,000
$1,050,000
 
50.0%
100.0%
150.0%
Avinash Reddy
SEVP and CFO
$500,000
$112,500
$225,000
$337,500
 
22.5%
45.0%
67.5%
Conrad J. Gunther
SEVP and CLO
$440,000
$99,000
$198,000
$297,000
 
22.5%
45.0%
67.5%
Patricia M. Schaubeck
EVP and General Counsel
$350,000
$61,250
$122,500
$183,750
 
17.5%
35.0%
52.5%
(1)
Messrs. McCaffery and Nolan did not meet the eligibility requirements to participate in the 2021 AIP as they terminated employment during the plan year.
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Results of the Corporate Measures relative to the Board awards it considers reasonable. For 2015, Bridge Bancorp’s performance achievement waspre-established objectives were as follows:

              2015
          BDGE at % of Max BDGE
Relative Measures* Weightings Threshold Target Max 12/31/15 Achieved Achievment
               
Core ROAE 30% 8.18% 9.29% 10.42% 10.48% 100% 30%
Core Operating Expenses/Average Assets 10% 2.73% 2.28% 1.68% 2.17% 76% 8%
  40%           38%
Absolute Measures              
Core EPS* 20% $1.83 $1.88 $1.93 $1.85 42% 8%
NPA's to Assets 10% 0.40% 0.25% 0.10% 0.04% 100% 10%
Net Charge-offs/ Avg Loans 10% 0.15% 0.10% 0.05% 0.03% 100% 10%
  40%           28%
               
Quantitative measures 80%           66%
               
Board Discretion 20%           14%
               
Total Achievement 100%           80%

* Relative measures based on Twelve Months Ended 9/30/15

The Company’s achievement

Corporate Measures
Weight
Threshold
(50%)
​Target
(100%)
​Stretch
(150%)
Actual
Results
Bonus at
Target ($)
Total
Permitted
Bonus ($)
Weighted
Result
Adjusted PPNR/Average Assets(1)
50%
1.35%
1.50%
1.65%
1.66%
$750,925
$1,126,388
150.0%
Average Non-interest Deposits/Average Deposits(2)
50%
32.00%
35.00%
38.00%
37.92%
$750,925
$1,116,619
148.7%
TOTAL
 
 
 
 
 
$1,501,850
$2,243,007
149.3%
(1)
For the nine months ended December 31, 2021. Excludes net interest income from PPP Loans, gains from sales of securities and other assets, Merger-related expenses, branch closure expenses, expenses related to termination of borrowings, and other one-time items.
(2)
Average for the quarter ended December 31, 2021.
Since the Merger closed in the middle of the first quarter of 2021, the financial statements for the relative peer measures reflects Core ROAE at the 77th percentile and Operating Expense to Average Assets at the 57th percentile. In determining the discretionary % to be awarded, the Committee and Board considered the Company’s % achievementCompany for the quantitative measures as well asfirst quarter of 2021 did not include a full quarter of operations of Legacy Bridge. As such, the quantitative performance of the other employees’ STIP. As the other employee STIP quantitative performance was 60%, the Board adjusted the discretionary component awarded to the NEOs from 20% to 14% resulting in total Company achievement of 80% of the maximum incentive opportunity, consistent with the other employee STIP performance achievement and the following payout % of base salary for each NEO:

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  Payout Opportunity as a % of Base Salary  Actual Payout 
NEO Threshold %  Target %  Maximum %  % of Base Salary 
             
Kevin M. O’Connor  25%  50%  75%  60%
Howard H. Nolan  18.5%  37%  55%  44%
Kevin L. Santacroce  17%  34%  50%  40%
James J. Manseau  17%  34%  50%  40%
John M. McCaffery  17%  34%  50%  40%

As described fully in the proxy filed in 2015, the 2014 Plan had the same five performance goals noted above; two relative measures vs the compensation peer group: return on average equity, operating expense to average assets, and three absolute measures determined by the Board: core earnings per share, nonperforming assets as a percentage of total assets, and net charge-offs to average assets. The Company achieved 79% of the maximum incentive opportunity in 2014 and these results determined the $ value of the equity awards granted in 2015.

In order to further ensure that the Company’s compensation programs do not encourage undue and unnecessary risks and promote a long-term outlook among the NEOs, theCompensation Committee and Board determined that the amount earned understarting point of the Short Termmeasurement period should begin on April 1, 2021 (for the Adjusted PPNPR/Average Assets ratio) to capture 100% of the operating results of the combined entity.

As permitted by the 2021 AIP, the Compensation Committee also considered each NEO’s contribution to the following discretionary factors in determining each NEO’s 2021 AIP payment.
(1)
Regulatory Compliance. As a result of the Merger, total assets of the Company exceeded $10 billion resulting in enhanced regulatory expectations. Since the closing of the Merger, the Company and the Bank maintained full regulatory compliance.
(2)
Status of Core and Ancillary Systems Conversions. The conversion of the Bank’s core system and other ancillary systems post- Merger were completed in a timely manner and with no notable customer disruption.
(3)
Cybersecurity Risk and Response. The Bank continues to prioritize cyber risk and manages the increased risk of ransomware and other sophisticated threats.
(4)
Community Reinvestment. The Bank exceeded its lending, community development lending, 1-4 family lending, and qualified investment Community Reinvestment Act goals.
(5)
Liquidity Compliance. Management operated the Company with appropriate liquidity levels in 2021 while managing the net interest margin.
(6)
Stock Price Performance. The Company outperformed the median stock performance of its peer group since the Merger, as shown in the following table:
Stock Price Performance (January 31, 2021* – December 31, 2021)
Dime Community Bancshares, Inc.
43.3%
Median of Peer Group (1)
31.9%
 *
The Merger closed on February 1, 2021.
(1)
Peer group includes: Atlantic Union Bankshares Corporation, Berkshire Hills Bancorp Inc., Brookline Bancorp Inc., Columbia Financial Inc., ConnectOne Bancorp Inc., Customer Bancorp Inc., Eagle Bancorp Inc., First Commonwealth Financial Corporation, First Financial Bancorp, Flushing Financial Corp., Fulton Financial Corp., Independent Bank Corp., Lakeland Bancorp, Inc., OceanFirst Financial Corp., Park National Corporation, Provident Financial Services, Inc., S&T Bancorp Inc., Sandy Spring Bancorp Inc., TowneBank, United Bankshares, Inc., WesBanco Inc. and WSFS Financial Corporation. Does not include First Midwest Bancorp Inc. and Investors Bancorp Inc due to their announced merger transactions in 2021.
(7)
Employee Engagement and Development. The Bank conducted an employee engagement survey and based on the results of the survey put in place various initiatives such as employee focus groups, quarterly officer meetings. targeted employee meetings, and the alignment of performance reviews to the Company’s Mission, Vision, Values and Purpose statement.
After considering the above, the Compensation Committee concluded that the NEOs outperformed in the discretionary metric of the 2021 AIP which warranted payout at 120%.
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Based upon the overall financial results and evaluation of the discretionary measures, in finalizing 2021 AIP payouts, the Compensation Committee approved the annual incentive payments in the table below. These amounts are noted in the column, “Non-Equity Incentive Plan Compensation,” in the Summary Compensation Table below.
Name
Target ($)
Corporate
Performance
Achieved
(70% Weight)
(149.3% of
Target) ($)
Discretionary
Factors
(30% Weight)
(120% of
Target) ($)
Total
2021AIP
Payment ($)
Total
Payment
as a
% of
Target
Kevin M. O’Connor
$900,000
$940,902
$324,000
$1,264,902
140.5%
Stuart H. Lubow
$700,000
$731,813
$252,000
$983,813
140.5%
Avinash Reddy
$225,000
$235,226
$81,000
$316,226
140.5%
Conrad J. Gunther
$198,000
$206,999
$71,280
$278,279
140.5%
Patricia M. Schaubeck
$122,500
$128,067
$44,100
$172,167
140.5%
Total for NEOs
$2,145,500
$2,243,007
$772,380
$3,015,387
140.5%
2021 LTIP
The 2021 LTIP is designed to support the Company's pay for 2015performance philosophy and reward the participants for creating long-term shareholder value. The program is designed to reward executives for driving long-term, sustained performance and to align executives with shareholder interests through performance goals and focus on shareholder value appreciation.
The 2021 LTIP consists of a combination of time-vested restricted stock and performance-vested restricted stock (i.e., performance shares) as follows:
Performance-vested Restricted Stock Awards - PRSAs (60% of Target award value) reward future performance; awards are paid out based on achievement of pre-defined performance goals. Grants are earned and cliff vest after three years based on actual performance against defined performance goals.
Time-vested Restricted Shares Awards - RSAs (40% of Target award value) support our goals to encourage stock ownership and align executives with shareholder interests. Grants vest ratably over three years (33% per year).
The table below reflects the performance metrics selected for the PRSAs for the 2021-2023 performance cycle. Once the defined threshold level of performance is achieved, payouts can vary from 50% of the goal for the Threshold level of performance to a maximum payout of 150% of the goal for Stretch performance. Performance in between levels is interpolated to reward incremental performance. TSR performance will be paidmeasured based on the Company’s performance relative to constituents of the KBW Regional Banking Index.
Metric
Weighting
Threshold
​Target
​Stretch
Total Shareholder Return(1)
30%
25th percentile
50th percentile
75th percentile
Adjusted Efficiency Ratio(1)(2)
35%
55%
51%
47%
Average Non-Interest Bearing Deposits / Total Deposits(3)
35%
35%
40%
45%
(1)
Measurement period is from April 1, 2021 through December 31, 2023.
(2)
Excludes net interest income from SBA PPP, gains from sales of securities, severance, Merger-related expenses, branch closure expenses, expenses related to termination of borrowings, and other one-time items.
(3)
Average for the quarter ended December 31, 2023.
The Target level for the 2021 LTIP for the Adjusted Efficiency Ratio was based on the Board approved Company budget for 2021-2023. The Compensation Committee deemed the Adjusted Efficiency Ratio as an important driver of longer-term shareholder performance, as it balances the achievement of revenue growth with appropriate expense control.
The Target level for Average Non-Interest Bearing Deposits to Total Deposits was based on the Board approved Company budget for 2021-2023 and the Company’s stated goal to grow non-interest bearing deposits to total deposits to the NEOs, partially (50%)40% level by the end of a 3-year time horizon. The Target metric for the LTIP for Average Non-Interest-Bearing Deposits of 40% (for the quarter ended December 31, 2023) was significantly above the Target metric for the 2021 AIP of 35% (for the quarter ended December 31, 2021), and reflects sustained and robust growth in cashdeposits over a multi-year time frame.
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Since the Merger closed in the middle of the first quarter of 2021, the financial statements for the Company for the first quarter of 2021 did not include a full quarter of operations of Legacy Bridge. As such, the Compensation Committee determined that the starting point of the measurement period should begin on April 1, 2021 (for the Total Shareholder Return and partially (50%) in restricted stock awards. Each restricted stock award vests over five years, with one third vesting in eachAdjusted Efficiency ratio) to capture 100% of years 3, 4 and 5.Dividends are paid on unvested restricted stock awards. the operating results of the combined entity.
The table below summarizes the incentive compensation earned byopportunities for the NEOs for the years ended December 31, 2015 and 2014, respectively, reflecting2021 plan year(1):
Name and Principal Positions
Salary ($)
Threshold Payout ($)
and % of Salary
​Target Payout ($)
and % of Salary
​Stretch Payout ($)
and % of Salary
Kevin M O’Connor
CEO
$900,000
$292,500
$585,000
$877,500
32.5%
65.0%
97.5%
Stuart H. Lubow
President and COO
$700,000
$175,000
$350,000
$525,000
25.0%
50.0%
75.0%
Avinash Reddy
SEVP and CFO
$500,000
$87,500
$175,000
$262,500
17.5%
35.0%
52.5%
Conrad J. Gunther
SEVP and CLO
$440,000
$77,000
$154,000
$231,000
17.5%
35.0%
52.5%
Patricia M. Schaubeck
EVP and General Counsel
$350,000
$61,250
$122,500
$183,750
17.5%
35.0%
52.5%
(1)
Messrs. McCaffery and Nolan did not meet the eligibility requirements to participate in the 2021 LTIP as they terminated employment during the plan year.
Prior to the impactclosing of performance achievements is as follows:

  Incentive Compensation Earned for the Years Ended December 31,
  2015 2014
    Restricted     Restricted  
  Cash Stock Total Cash Stock Total
Kevin M. O'Connor $154,500 $154,500 $309,000 $130,350 $130,350 $260,700
Howard H. Nolan $67,100 $67,100 $134,200 $60,850 $60,850 $121,700
Kevin L. Santacroce $60,000 $60,000 $120,000 $51,350 $51,350 $102,700
James J. Manseau $57,000 $57,000 $114,000 $51,350 $51,350 $102,700
John M. McCaffery $57,000 $57,000 $114,000 $49,400 $49,400 $98,800

The 2014the Merger, consistent with past Legacy Bridge practice, Mr. O’Connor received 100% time-vested restricted stock awards noted in the table above are included in the 2015 Summary Compensation TableJanuary 2021 under the heading “Stock Awards”.

Legacy Bridge 2021 Long Term Stock Incentive Program

based on his pre-Merger target long-term incentive of $450,000. The 2012 Stock-Basedrestricted shares vest ratably over four years. Prior to the closing of the Merger, Messrs. Lubow, Reddy and Gunther and Ms. Schaubeck did not receive a grant of equity in 2021 for 2021 performance. In July 2021, the Compensation Committee awarded restricted stock to the NEOs under the 2021 LTIP: Mr. O’Connor – 65% of base salary, or $585,000; Mr. Lubow - 50% of base salary, or $350,000; Mr. Reddy – 35% of base salary, or $175,000; Mr. Gunther – 35% of base salary, or $154,000; and Ms. Schaubeck – 35% of base salary, or $122,500. To better align the composition of Mr. O’Connor’s total 2021 long-term incentive award between time-vested and performance-based awards as provided under the 2021 LTIP, the long-term incentive award to Mr. O’Connor in July 2021 was 100% performance-based. The long-term incentive awards to the remaining NEOs was split 60% performance-based and 40% time-vested in accordance with the terms of the 2021 LTIP. The time-vested restricted shares vest ratably over three years. In addition, the Compensation Committee deducted Mr. O’Connor’s January 2021 grant of $450,000 from the full updated equity award opportunity of $585,000, thereby resulting in an equity grant to Mr. O’Connor in July 2021 of $135,000, which was all performance-based.

The following awards were made under the 2021 LTIP.
Performance-based
Time-vested
Name
PRSA ($)(1)
Number of
Shares of RSA (#)
Grant Date
Fair Value of RSAs ($)(2)
Total Value ($)
Kevin M. O’Connor
$134,983
17,321
$450,000
$584,983
Stuart H. Lubow
$210,000
4,158
$140,000
$350,000
Avinash Reddy
$104,983
2,079
$70,000
$174,983
Conrad J. Gunther
$92,390
1,829
$61,582
$153,972
Patricia M. Schaubeck
$73,468
1,455
$48,990
$122,458
(1)
Assuming vesting of performance-based shares at the maximum level, the grant date fair value of these performance-based awards at $33.67 per award would have been as follows: Mr. O’Connor $202,491, Mr. Lubow $314,983, Mr. Reddy $157,475, Mr. Gunther $138,586, and Ms. Schaubeck $110,236.
(2)
For Mr. O’Connor, the number of RSAs was calculated based upon a grant date fair value of $25.98 per share, the closing price of the Common Stock on January 8, 2021. For Messrs. Lubow, Reddy and Gunther and Ms. Schaubeck the number of RSAs was calculated based upon a grant date fair value of $33.67 per award, the closing price of the Common Stock on July 1, 2021.
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Merger-Related Compensation
At the closing of the Merger on February 1, 2021, the NEOs received cash transaction bonuses to reward for the successful completion of the transaction in the following amounts: Mr. O’Connor, $750,000, Mr. Lubow, $750,000, Mr. Reddy, $500,000, Mr. Gunther $500,000, and Ms. Schaubeck, $225,000. These amounts are noted in the column, “Non-Equity Incentive Plan (“2012 SBIP”Compensation,” in the Summary Compensation Table below.
Also in connection with the Merger, on February 1, 2021, the NEOs received a restricted stock award grant with the following values, to cliff vest on the one year anniversary of the Merger: Mr. O’Connor, $749,976, Mr. Lubow, $499,993, Mr. Reddy, $249,984, Mr. Gunther $249,984, and Ms. Schaubeck, $112,490. Each NEO also received a one-time equity grant to vest ratably over three years commencing on the two-year anniversary of the Merger, with the following values: Mr. O’Connor, $1,169,978, Mr. Lubow, $699,995, Mr. Reddy, $349,997, Mr. Gunther $349,997, and Ms. Schaubeck, $209,988. These amounts are noted in the column, “Stock Awards,” in the Summary Compensation Table below.
The major objective for these transaction and retention bonuses was to retain these senior executives in the merged entity as they were key to the successful integration and performance of the resulting entity from the Merger. The importance of the retention of executive management was heightened as the Merger was being negotiated and likely to close during the COVID-19 pandemic. Further, the resultant entity of the Merger would exceed $10 billion in assets, crossing the threshold for enhanced regulatory scrutiny whereby executive leadership would be even more critical. The Compensation Committees acknowledged that management strength is particularly important in a merger of equals transaction and the goal in setting compensation for these key executives was to provide them with comprehensive, fair and reasonable compensation arrangements. These arrangements were compared to similar merger of equals transactions and a peer group analysis was provided by the Legacy Bridge Compensation Committee’s independent compensation consultant, McLagan. McLagan concluded that the proposed compensation was reasonable and appropriate as compared to market, based upon market data and the asset size of the combined entity.
Retirement and Other Benefits
Legacy Dime maintained the Dime Community Bank KSOP (the “KSOP”), which was approveda defined contribution retirement plan under ERISA. The KSOP allowed individuals, including the NEOs, to supplement their retirement savings with elective deferral contributions that were matched at specified levels by the Company’s stockholders at the 2012 Annual Meeting of Stockholders, gives the Board the latitude to provide incentives and rewards to employees and Directors who are largely responsibleLegacy Dime. The KSOP also provided for the success and growth of Bridge Bancorp, Inc. and its affiliates, and to assist all such entities in attracting and retaining experienced and qualified Directors, executives and other key employees.

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

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Merger, on January 29, 2021, the KSOP was terminated.

The vesting of restricted stock depends upon the executives continuing to render services to the Company. Restricted stock awards carry dividend and voting rights from the date of grant. Restricted shares are forfeited if the award holder departs the Company before vesting. Options have no value unless the Company’s stock price rises over time, and the value of restricted shares over time also is directly proportionate to the market value of the Company’s stock. The Committee’s recommendations on granting options and restricted stock awards are based on the evaluation of the Company’s performance in connection with year end results, the individual’s accomplishments, the position held by the individual and the individual’s overall compensation compared to the Company’s compensation peer group.

As discussed previously, in 2014 the Compensation Committee and Board re-designed the LTI Plan for the NEOs to include performance based awards. Sixty percent of the awardsare performance vested, and 40% are time vested. The performance based awards are in the form of restricted stock units (“RSUs”) and are subject to adjustment up or down based upon the Company’s 3 year TSR relative to peer banks. The awards cliff vest in five years and require an additional two year holding period before the RSUs are delivered in shares of common stock.Dividends on unvested RSUs accrue to the executive in the form of additional RSUs and are subjective to forfeiture prior to vesting. The Summary Compensation Table includes the February 2015 grant of 20,554 in RSUs with 60% or 12,185 in performance based PSUs, and 40% or 8,369 in time vested RSUs. Both vest on February 15, 2020 and require an additional two year holding period before the RSUs are delivered in shares of common stock.

Retirement and Other Benefits

The Bank maintains athe 401(k) plan (the “401(k) Plan”)Plan for the benefit of its employees. During 2015,2021, the Bank matched 100% of the employee’s contributions up to 1% of pay plus 50% of the employee‘semployee’s contributions that exceed 1% but are less than 6% of pay (a maximum company match of 3.5% of pay). All employees, including the NEOs, can defer a minimum of 1% and a maximum of 100% of their annual income as long as the deferred compensation does not exceed Internal Revenue Service (IRS) limits. In addition, employees ofat Tier 2 and Tier 3 (Tiers described below) may receive a discretionary profit sharingprofit-sharing benefit.

No profit-sharing benefits were paid for 2021.

The Bank maintains a non-contributory, tax-qualified defined benefit pension plan (the “Pension Plan”) for eligible employees. All employees hired before October 1, 2012 that are at least age 21 and have completed at least one year of service are eligible to participate in the Pension Plan. The Pension Plan provides for a benefit for each participant according to the Tier the employee belongs to as outlined below. Compensation used to determine benefits are all wages, tips, and other compensation as reported on form W-2, such as any amounts which are treated as salary reduction contributions under a 401(k) plan, a cafeteria plan or a qualified flexible benefits plan. The Normal Benefit Form is a Single Life Pension with 60 payments guaranteed. There are a number of optional forms of benefit available to the participants, all of which are adjusted actuarially. Participants are eligible for early retirement upon attaining age 55. As required by law, the Pension Plan is covered by the insurance program of the Pension Benefit Guaranty Corporation.

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

·These employees’ benefits under the Pension Plan are 1.50% of the participant’s average annual compensation multiplied by creditable service (up to 35 years); plus 1.00% of the participant’s average annual compensation multiplied by creditable service (in excess of 35 years); minus0.49% of the participant’s average annual compensation in excess of Covered Compensation multiplied by creditable service (up to 35 years). The employee’s average annual compensation is determined using the highest average compensation during five consecutive years of employment or all years of employment, if less than five.
These employees’ benefits under the Pension Plan are 1.50% of the participant’s average annual compensation multiplied by creditable service (up to 35 years); plus 1.00% of the participant’s average annual compensation multiplied by creditable service (in excess of 35 years); minus 0.49% of the participant’s average annual compensation in excess of Covered Compensation multiplied by creditable service (up to 35 years). The employee’s average annual compensation is determined using the highest average compensation during five consecutive years of employment or all years of employment, if less than five.
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Tier 2 – All Other Employees Hired before October 1, 2012

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

These employee’s benefits under the Pension Plan are their accrued benefits determined using the Tier 1 formula above, but frozen for increases in service and compensation as of December 31, 2012. In addition, these employees receive benefits under the Pension Plan using a cash balance formula for all plan years beginning after December 31, 2012. The “Pay credits” under the cash balance formula are 3.75% of annual compensation for employees with less than 15 years of service and 5% of annual compensation for employees with more than 15 years of service. The “interest credits” are determined by multiplying the employee’s hypothetical account balance as of the beginning of a plan year by the actual dollar-weighted rate of return on plan investments during that plan year.
Tier 3 – All Employees Hired on or after October 1, 2012

·These employees are excluded from the Pension Plan.

These employees are excluded from the Pension Plan.
The Bank has aLegacy Bridge Supplemental Executive Retirement Plan (the “SERP”“Legacy BNB SERP”) terminated at the closing of the Merger and the covered participants were paid their account balances pursuant to the terms of the Legacy BNB SERP and in accordance with Section 409A of the Internal Revenue Code of 1986. Messrs. O’Connor and Nolan received a lump sum cash payment under the Legacy BNB SERP of $3,619,936 and $1,598,533, respectively, at the effective time of the Merger. These amounts are noted in the column, “All Other Compensation,” in the Summary Compensation Table below. Mr. Lubow and Community National Bank are parties to the Community National Bank Supplemental Executive Retirement Plan Agreement (the “CNB SERP”), dated April 3, 2012, which provides for nonqualified supplemental pension benefits to be paid to Mr. Lubow under which additional retirementcertain conditions. Legacy Bridge merged with Community National Bank in 2015 and assumed all obligations under the CNB SERP. No payments have been made to Mr. Lubow under the CNB SERP as of December 31, 2021.
Legacy Dime maintained the Benefit Maintenance Plan of Dime Community Bancshares, Inc. (the “Legacy Dime BMP”), a non-qualified deferred compensation plan with both a defined benefit and defined contribution component. The BMP terminated at the closing of the Merger and covered participants were paid their account balances pursuant to the terms of the Legacy Dime BMP and in accordance with Section 409A of the Internal Revenue Code of 1986. To restore the lost benefits are accruedof the terminated Legacy BNB SERP and the terminated Legacy BMP to the NEOs, the Company adopted the SERP. The SERP is intended to make participants in the SERP whole for the CEOamounts that would have been contributed to the Pension Plan and CAO. Underthe Dime Community Bank 401(k) Plan (the “401(k) Plan”) but for limits imposed by the Internal Revenue Code of 1986. Participation in the SERP commenced on October 1, 2021. Messrs. O’Connor’s, Lubow’s, Reddy’s and Gunther’s Employment Agreements provide that the executive shall be entitled to participate in benefits plans sponsored by the Company, including, without limitation, a supplemental executive retirement plan to the extent such plan is being provided to similarly situated executives in the Company. Messrs. O’Connor and Lubow participate in the defined benefit component of the SERP, under which the amount of supplemental retirement benefits is based upon a benefit at normal retirement which approximates the differences between (i) the total retirement benefit the participant would have received under the Pension Plan without taking into account limitations on compensation and annual benefits; and (ii) the retirement benefit the participant is actually entitled to under the Pension Plan at normal retirement. UnderMessrs. Reddy and Gunther and Ms. Schaubeck participate under the defined contribution component of the SERP, the amount of the supplemental retirement benefitwhich is the difference between (i) the total matching contribution that would have been contributed by the Bank to the executive’s account under the 401(k) Plan based on the executive’s compensation, without taking into account limitations on compensation and annual benefits; and (ii) the maximum amount that could have been contributed to the executive’s account under the 401(k) Plan with respect to such compensation.

Perquisites and Other Personal Benefits

The Company provides NEOs with perquisites and other personal benefits that the Company and the Compensation Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain employees for key positions. TheIn lieu of any perquisites, Messrs. O’Connor and Lubow are paid an annual sum of $100,000 and Messrs. Reddy and Gunther are paid an annual sum of $50,000. As of the closing of the Merger, the Bank transferred ownership to Messrs. O’Connor and McCaffery of automobiles previously provided to the executives by Legacy Bridge. In April 2021 the Bank transferred ownership to Messrs. Lubow and Gunther of automobiles previously provided to the executives by the Bank. Ms. Schaubeck is paid a car allowance of $700 per month. In addition, the NEOs are provided use of company automobiles and participationeligible to participate in the plans and programs described above. Attributed costs of personal benefits described for the NEOs for the fiscal year ended December 31, 20152021 are included in the “All Other Compensation” column of the “Summary Compensation Table.”

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

Tax Deductibility of Executive Compensation

Prior to the implementation of The Tax Cuts and Jobs Act of 2017 (the “Tax Act”), our compensation philosophy and policies generally took into account certain aspects of Section 162(m) of the Internal Revenue Code limits deductions of compensation paid to NEOs (other than the CFO) to $1 million per year unlesswhen designing the compensation is “performance-based.” Stock option grants are intended to qualify as performance-based compensation. Although the Committee does not have a formal policy with respectprogram for NEOs, to the payment of compensation in excess ofextent the deductibility limits,Compensation Committee determined appropriate, to maximize the deduction for compensation paid to the NEOs historically has fallen withinNEOs. Section 162(m) generally disallowed a federal income tax deduction for compensation over $1 million paid for any fiscal year to the tax code limitationsChief Executive Officer and specified other executive officers, subject to certain exceptions such as for deductibility.

- 24 -
“performance-based” compensation. As a result of the Tax Act, we expect that the Company may no longer take an annual deduction for any compensation paid to covered employees in excess of $1 million per specified executive officers. Due to the continued importance and benefit to the Company and our shareholders of awarding compensation that is structured to properly incentivize our executive officers, the Compensation Committee believes that it is in our best interests to retain flexibility in awarding compensation, even if some awards may be non-deductible compensation expenses to the Company.

Clawback Policy

In February 2009, the

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

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

Stock Ownership Guidelines

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

Directors:$100,000
NEOs:One times (1.0x) annual base salary

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

These guidelines will allow for extenuating circumstances and discretion in the evaluation process. The Compensation Committee shall be responsible for the periodic reviewAs of the policy. Any changes to the policy will require the approval of the Board of Directors. The Committee monitors executives’ ownership annually.  At this time,December 31, 2021, all Directorsdirectors and NEOs have achieved their targetwere in compliance with the Company’s stock ownership guidelines.

guidelines or were within the three year period to achieve compliance.
The minimum stock ownership guidelines are:
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Directors:
Five times (5.0x) annual cash retainer
CEO:
Five times (5.0x) annual base salary
President:
Five times (5.0x) annual base salary
Other NEOs:
Two times (2.0x) annual base salary
Pledging and Anti-Hedging Policies

Directors, officers and other employees are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

COMPENSATION COMMITTEE REPORT

The Compensation Committee

Also, directors, officers and other employees are prohibited from entering into any hedging, derivative or other equivalent transaction that is specifically designed to reduce or limit the extent to which declines in the trading price of the Company has reviewed and discussedCommon Stock would affect the Compensation Discussion and Analysis requiredvalue of the shares of Company Common Stock owned by Item 402(b)the director, officer or employee. This policy provides that examples of Regulation S-K with management and, based on such review and discussion,prohibited hedging transactions include (i) short sales of the Compensation Committee recommendedCompany Common Stock (the practice of selling a security borrowed from another), (ii) buying put options or selling call options relating to the Board thatCompany Common Stock, (iii) selling security futures contracts relating to Company Common Stock, (iv) entering into prepaid variable forward sale contracts, equity swaps, or zero cost collars relating to the Company Common Stock, and (v) contributing Company Common Stock to an exchange fund in exchange for an interest in the fund.
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Compensation Discussion and Analysis be included in this Proxy Statement.

Human Resources Committee Report
1.
THE COMPENSATION COMMITTEE
Emanuel Arturi, Chairperson
Marcia Z. Hefter
Albert E. McCoy, Jr.
Raymond A. Nielsen
Christian YegenThe Compensation and Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management; and

2.
- 26 -Based on the review and discussions referred to in paragraph 1 above, the Compensation and Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders.
COMPENSATION and HUMAN RESOURCES COMMITTEE OF DIME COMMUNITY BANCSHARES, INC.

Rosemarie Chen (Chairperson)

Michael P. Devine, Member
Matthew A. Lindenbaum, Member
Albert E. McCoy, Jr., Member
SUMMARY COMPENSATION TABLE

The following table sets forth information concerning compensation paid to the NEOs for the years ended December 31, 2015, 20142021, 2020 and 2013.

Name and Principal
Position
 Year 

Salary

 Bonus 

Stock
Awards

 

Non-
Equity
Incentive
Plan
Compen-
sation

 

Change in
Pension
Value and
Nonqualified
Deferred
Compen-
sation
Earnings

 

All
Other
Compen
-sation

 Total
    (1)   (2) (3) (4) (5)  
Kevin M. O’Connor 2015 $515,000 - $293,713 $154,500 $103,849 $65,092 $1,132,154
President & Chief 2014 $440,000 - $308,520 $130,350 $239,767 $61,978 $1,180,615
Executive Officer 2013 $400,000 - $247,365 $105,000 $68,668 $47,806 $868,839
                 
Howard H. Nolan 2015 $305,000 - $130,939 $67,100 $57,878 $43,842 $604,759
Senior Executive 2014 $280,000 - $138,140 $60,850 $164,210 $44,329 $687,529
Vice President, Chief 2013 $255,000 - $117,585 $49,100 $29,047 $37,148 $487,880
Administrative & Financial Officer                
                 
Kevin L. Santacroce 2015 $300,000 - $121,459 $60,000 - $31,862 $513,321
Executive Vice 2014 $260,000 - $130,190 $51,350 $142,192 $30,769 $614,501
President & 2013 $235,000 - $109,485 $41,150 - $24,650 $410,285
Chief Lending Officer                
                 
James J. Manseau 2015 $285,000 - $121,459 $57,000 $20,750 $34,984 $519,193
Executive Vice President & 2014 $260,000 - $130,190 $51,350 $66,350 $32,737 $540,627
Chief Retail Banking Officer 2013 $235,000 - $109,485 $41,150 $11,938 $26,359 $423,932
                 
John M. McCaffery(6) 2015 $285,000 - $119,484 $57,000 $57,189 $23,901 $542,574
Executive Vice 2014 $250,000   $74,800 $49,400 $10,177 $22,225 $406,602
President & Treasurer                

2019.
Name and Principal Position
Year(1)
Salary(2)
Bonus(3)
Stock
Awards(4)
Stock
Options(5)
Non-Equity
Incentive
Plan
Compensation(6)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(7)
All Other
Compensations(8)
Total
Kevin M. O’Connor
Chief Executive Officer
2021
$885,577
$750,000
$2,572,445
$
$1,264,902
$246,142
$3,955,246
$9,674,312
2020
$750,000
$
$430,920
$105,000
$675,000
$1,839,053
$36,298
$3,836,271
2019
$700,000
$
$314,820
$112,500
$463,680
$733,890
$34,595
$2,359,485
Stuart H. Lubow
President &
Chief Operating Officer
2021
$632,692
$750,000
$1,654,971
$
$983,813
$198,956
$356,810
$4,577,242
Avinash Reddy
Senior Executive Vice President & Chief Financial Officer
2021
$451,923
$500,000
$827,456
$
$316,226
$
$137,086
$2,232,691
Conrad J. Gunther
Senior Executive Vice President & Chief Lending Officer
2021
$397,692
$500,000
$800,149
$ —
$278,279
$
$177,954
$2,154,074
Patricia M. Schaubeck
Executive Vice President &
General Counsel
2021
$316,346
$225,000
$481,704
$
$172,167
$
$53,670
$1,248,887
Former NEOs
 
 
 
 
 
 
 
 
 
Howard H. Nolan
Former SEVP & COO
2021
$37,500
$
$
$
$
$
$3,983,759
$4,021,259
2020
$375,000
$150,000
$136,875
$45,625
$225,000
$941,990
$27,280
$1,901,770
2019
$365,000
$
$148,540
$52,500
$201,500
$391,582
$23,963
$1,183,085
John M. McCaffery
Former EVP & CFO
2021
$222,115
$750,000
$794,961
$
$
$
$1,724,427
$3,491,503
2020
$390,000
$
$140,625
$46,875
$234,000
$109,707
$21,567
$942,774
2019
$375,000
$
$148,540
$52,500
$207,000
$89,964
$25,974
$898,978
(1)
(1)Includes voluntary salary deferrals underMessrs. Lubow, Reddy, Gunther and Ms. Schaubeck are NEOs for the Company’s 401(k) Plan.first time in 2021 and, pursuant to SEC rules, compensation for prior years is not required to be reported.
(2)
(2)For Messrs. Lubow, Reddy, Gunther and Ms. Schaubeck, the amounts in this column reflect the base salary paid from February 1, 2021, which was the date of the Merger and the first day of their employment with the Company, to December 31, 2021. For 2021, the annual base salary for Messrs. O’Connor, Lubow, Reddy, Gunther and Ms. Schaubeck is $900,000, $700,000, $500,000, $440,000 and $350,000, respectively.
(3)
Reflects the amount of the transaction bonus which each NEO received in February 2021 in connection with the Merger as follows: Mr. O’Connor $750,000, Mr. Lubow $750,000, Mr. Reddy $500,000, Mr. Gunther $500,000, and Ms. Schaubeck $225,000.
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(4)
The amounts in this column reflect the aggregate grant date fair value, computed in accordance with FASB ASC No. 718, of restricted stock awards and performance-based restricted stock unitsawards, at the maximum level, pursuant to the LTI Plan and STIP.2021 LTIP. Assumptions used in the calculation of these amounts are included in footnote 1120 to our audited financial statements for the fiscal year ended December 31, 20152021 included in our Annual Report on Form 10-K. Under10 K. Included in this column are the LTI Plan,dollar amounts of the (i) the value of time vested restricted stock awards are granted in January 2021 to Mr. O’Connor in the formamount of $450,000; (ii) value of the restricted stock units,award portion of the retention payment which each NEO received in February 2021 in connection with 60%the Merger as follows: Mr. O’Connor $749,976, Mr. Lubow $499,993, Mr. Reddy $249,984, Mr. Gunther $249,984, and Ms. Schaubeck $112,490, (iii) the value of an executive’s 2015the one-time equity grant which each NEO received in February 2021 in connection with the Merger as follows: Mr. O’Connor $1,169,978, Mr. Lubow $699,995, Mr. Reddy $349,997, Mr. Gunther $349,997, and Ms. Schaubeck $209,988, (iv) the value of time-based restricted stock units subjectawards granted in July 2021 to performance-based vestingthe following NEOs: Mr. Lubow $140,000, Mr. Reddy $70,000, Mr. Gunther $61,582, and 40% subject to time-based vesting. Assuming vestingMs. Schaubeck $48,990, and (v) the value of the performance-based restricted stock units granted in 2015unit grant assuming vesting, at the maximum level, of 150% of target, the grant date fair value of these performance-based awards would have been as follows: Mr. O'Connor - $147,019;O’Connor $202,491, Mr. Nolan - $63,102;Lubow $314,983, Mr. Santacroce - $63,102;Reddy $157,475, Mr. Manseau - $63,102;Gunther $138,586, and Mr. McCaffery - $63,102.Ms. Schaubeck $110,236. The number of performance-basedperformance share units are determined on the third anniversary of the date of grant, based on the three year total shareholder return, and are then subject to an additional two-year cliff vesting schedule and an additional two-year post-vesting holding period. Underachievement of the STIP, restricted stock awards are subject to time-based vesting, and theboard established performance metrics. The vesting schedule for awards under the LTI Plan and the STIP2021 LTIP are described in the “Outstanding Equity Awards at Fiscal Year-End” table below.
(3)(5)
The amounts represent the grant date fair value of stock options computed in accordance with FASB ASC No. 718. Assumptions used in the calculation of these amounts are included in footnote 20 to our audited financial statements for the fiscal year ended December 31, 2021 included in our Annual Report on Form 10-K.
(6)
Included in this column are the amount of the cash awards under the STIP.2021 AIP as follows: Mr. O’Connor $1,264,902, Mr. Lubow $983,813, Mr. Reddy $316,226, Mr. Gunther $278,279, and Ms. Schaubeck $172,167. See discussion of “Short Term Incentive Plan”“Merger-Related Compensation” in the above Compensation Discussion and Analysis.
(4)(7)
Based on the same assumptions used for financial reporting purposes under generally accepted accounting principles for 2015, 2014,2021, 2020, and 2013,2019, respectively. Reflects change in present value of accumulated benefits under the pension plan andcomponent of the SERP for each NEO except Mr. Santacroce, Mr. ManseauMessrs. O’Connor and Mr. McCaffery, which reflects change in pension plan value only. For 2014, the increase in pension plan value and nonqualified deferral compensation earnings are primarily attributable to a decrease in the discount rate from 4.9% in 2013 to 3.9% in 2014 and changes in mortality tables in 2014.Lubow.
(5)(8)
Details of the amounts reported in the “All Other Compensation” column for 20152021 are provided in the table below.
Itemization of All Other Compensation of Summary Compensation Table for 2021
401(k)
Contribution
($)
Dividends on
Stock ($)
Auto ($)
Life
Insurance
($)
Cash in Lieu
of Perquisites
($)
Other ($) (*)
Total ($)
Kevin M. O’Connor
$10,150
$89,165
$57,317
$5,119
$91,667
$3,701,828
$3,955,246
Stuart H. Lubow
$10,150
$47,332
$75,898
$1,742
$89,903
$131,785
$356,810
Avinash Reddy
$9,854
$23,665
$
$319
$45,833
$57,415
$137,086
Conrad J. Gunther
$10,150
$23,545
$36,601
$7,477
$44,885
$55,296
​$177,954
Patricia M. Schaubeck
$10,150
$12,882
$7,700
$1,096
$
$21,842
$53,670
Howard H. Nolan
$2,049
$
$39,603
$310
$
$3,941,797
$3,983,759
John M. McCaffery
$10,150
$14,936
$27,272
$1,150
$45,833
$1,625,086
$1,724,427
*
(6)John M.
Included in this column are (i) cash severance payments to Messrs. Nolan and McCaffery became a NEO in 2014.the amount of $2,343,264 and $1,625,086, respectively, (ii) payments in connection with the termination of the NEO’s legacy SERPs due to the Merger, and (iii) amounts credited to the 401(k) portion of the NEOs account balance under the SERP pursuant to the terms of the SERP as follows: Mr. O’Connor $81,892, Mr. Lubow $52,440, Mr. Reddy $29,437, Mr. Gunther $26,607, and Ms. Schaubeck $10,430.

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  Itemization of All Other Compensation
  of Summary Compensation Table For 2015
  401(k)
Employer
Contribution
 Dividends on
Restricted
Stock
 Auto Directors
Fees
 Total
           
Kevin M. O'Connor $9,275 $41,010 $6,807 $8,000 $65,092
           
Howard H. Nolan $9,275 $19,587 $6,980 $8,000 $43,842
           
Kevin L. Santacroce $9,275 $18,150 $4,437 $0 $31,862
           
James J. Manseau $9,275 $18,164 $7,545 $0 $34,984
           
John M. McCaffery $9,275 $7,941 $6,685 $0 $23,901

EMPLOYMENT AGREEMENTS

Kevin M.

Employment Agreements with Messrs. O’Connor,

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

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reason, he would be entitled to the following payments and benefits: the sum of (1) an amount equal to the product of (x) the executive’s annual cash bonus for the fiscal year immediately preceding the fiscal year in which the event of termination occurs (which we refer to as the “Recent Bonus”) if such bonus has not been paid as of the date of the event of termination and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 (which we refer to as the “Pro Rata Bonus”); (2) the amount equal to the product of (a) three and (b) the sum of (c) executive’s base salary and (d) the Recent Bonus; (3) an amount equal to the Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which executive participates as of immediately prior to the date of termination that executive would receive if executive’s employment continued for the three-year period following the date of termination (which we refer to as the “Benefits Period”); and (4) an amount equal to the product of (a) 150% of the monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for executive and his or her spouse and dependents as of immediately prior to the date of termination, and (b) the number of months in the Benefits Period. The executive shall also be entitled to outplacement services the scope and provider of which shall be selected by the Company or the Bank, provided that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the date of termination.
If the executive’s employment is terminated by reason of death or disability, the executive shall be entitled to the following from the Bank: (a) an amount equal to the product of the most recent annual cash bonus multiplied by a fraction, with the numerator equal to the number of days in the current fiscal year through the date of termination due to death or disability and the denominator equal to 365, (b) any unvested restricted stock awards subject to time-based vesting shall become fully and immediately vested, and the payment or delivery of such awards or benefits shall be accelerated to the extent permitted by Section 409A or other applicable law and the terms of such plan or arrangement, and (c) any unvested performance stock awards shall become fully and immediately vested and pro-rated based on actual performance and if actual performance is not determinable, at target, and the payment or delivery of such awards or benefits shall be accelerated to the extent permitted by Section 409A or other applicable law and the terms of such plan or arrangement.
In consideration for the foregoing payments and benefits payable upon a termination by the Company and the Bank, as applicable, without cause or by the executive officer for good reason prior to a change in control, the executive is required to execute a release of claims in favor of the Company and the Bank,Bank. In addition, the termemployment agreement contains restrictive covenants concerning nondisclosure of confidential information, mutual non-disparagement of either party and a one-year non-solicitation and one-year noncompetition restriction. However, if the agreement is two years, renewing daily, so that the remaining term is twenty-four months, unless notice of non-renewal is provided to the executive. If hisexecutive’s employment is terminated his service onfollowing a change in control, the Boards also terminates. Base salary is reviewed annuallynon-competition and cannon-solicitation restrictions shall apply for the period of time mutually agreed to by the parties, and in no event shall the time period be increased but not decreased. If Mr. O’Connor voluntarily terminates his employment,less than six months or his employment is terminated for cause, no benefits are provided under the agreement.exceed two years. In the event (i)that payments to the executive become subject to Sections 280G and 4999 of the executive’s involuntary termination for any reason other than disability, death, retirement or termination for cause, or (ii)Code, such payments would be reduced if such reduction would leave the executive’s resignation uponexecutive officer better off on an after-tax basis.
On May 26, 2021, the occurrenceemployment agreements of certain events constituting “constructive termination,” including a reductionthese executives were amended to delete the provision in the executive’s duties, responsibilities or pay,agreements requiring the executive would be entitled to a severance benefit equal to a cash lump sum payment equal to twenty-four months base salary andoffset of the continuationvalue of insurance coverage for twenty-four months.

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

·Three times his taxable income for the calendar year preceding the change in control;
·Insurance coverage for three years following a termination of employment; and
·Reimbursement for any excise taxes due on such payments and for the taxes due on such reimbursement.

ExceptMerger which vests in the event of a change in control following termination of employment Mr. O’Connor is subject to non-compete restrictions.

Howard H. Nolan

Mr. Nolan serves as Senior Executive Vice President, Chief Administrative and Financial Officeroccurring within twenty-four months of the BankMerger.

Defense of Tax Position Agreements with Messrs. O’Connor, Lubow Reddy and Gunther. The Company and the Bank have entered into Defense of Tax Position Agreements with Messrs. O’Connor, Lubow, Reddy and Gunther, effective as of February 1, 2021. The Agreements provide that the Company will pay the costs of defending the executive’s tax position related to any claim by the United States Internal Revenue Service (together with any state or local taxing authority) with respect to any excise tax due under Section 4999 of the Internal Revenue Code; provided, however, such agreement shall only provide defense expense reimbursement but will not entitle the executive to reimbursement for any taxes, excise taxes or penalties under Section 4999. The Agreements do not entitle the executives to a gross-up. C
Change in Control Employment Agreement with Ms. Schaubeck. The Company and serves on the Board of Directors of the Bank and the Company. Mr. Nolanhave entered into a newchange in control employment agreement with Ms. Schaubeck, effective February 1, 2019, as amended. The agreement was for an initial term of three (3) years, subject to an annual renewal for an additional year, unless the Company provides Ms. Schaubeck with a written notice of non-renewal at least sixty (60) days before a renewal date. If during the employment period, which commenced on the date of the Merger (February 1, 2021) and ends on the second anniversary of such date, Ms. Schaubeck’s employment is terminated by the Company and the Bank on June 25, 2015. The term of the employment agreement is thirty-six months (through June 25, 2018). Base salary is reviewed annually (with the first review performed in January 2016) and can be increased but not decreased.

- 28 -

If Mr. Nolan voluntarily terminates his employment without “good reason,” or his employment is terminated for cause, no benefits are provided under the agreement.

In the event (i) of the executive’s involuntary termination for any reason other than disability, death, retirement or termination for cause or (ii) the executive’s resignation upon the occurrence of certain events constituting “goodif Ms. Schaubeck resigns for good reason,” including a reduction in the executive’s duties, responsibilities or pay, the executive she would be entitled to a severance benefitthe following payments and benefits: the sum of (1) her Pro Rata Bonus; (2) the amount equal to a cash lumpthe product of (a) three and (b) the sum paymentof (c) Ms. Schaubeck’s base salary (currently $350,000; $375,000 effective April 1, 2022) and (d) the Recent Bonus; (3) an amount equal to twenty-fourthe Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which Ms. Schaubeck participates as of immediately prior to the date of termination that she would receive for the Benefits Period; and (4) an amount equal to the product of (a) 150% of the monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of

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continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Ms. Schaubeck and her spouse and dependents as of immediately prior to the date of termination, and (b) the number of months base salaryin the Benefits Period. Ms. Schaubeck shall also be entitled to outplacement services the scope and provider of which shall be selected by the continuationCompany or the Bank, provided that such outplacement benefits shall end not later than the last day of insurance coverage for twenty-four months.

the second calendar year that begins after the date of termination. In the event (i)that payments to the executive become subject to Sections 280G and 4999 of the executive’s involuntary termination for any reason other than cause, or (ii) the executive’s resignation upon the occurrence of certain events constituting “good reason,” including aCode, such payments would be reduced if such reduction in the executive’s duties, responsibilities or pay, within one year following a change in control,would leave the executive wouldofficer better off on an after-tax basis.

If Ms. Schaubeck’s employment is terminated by reason of death or disability, she shall be entitled to a severance benefitan amount equal to the product of the most recent annual cash bonus multiplied by a fraction, with the numerator equal to the number of days in the current fiscal year through the date of termination due to death or disability and the denominator equal to 365.
Retention and Award Agreements with the NEOs. The Company has entered into retention and award agreements with each of Messrs. O’Connor, Lubow, Reddy, Gunther and Schaubeck. The retention and award agreements provide for (i) a cash lump sum payment equal to:

·Three times his annual compensation for the calendar year preceding the change in control; and
·Continued health and medical insurance coverage for up to three years.

Excepttransaction bonus, which was paid in the event of a change in control,first payroll period following termination of employment Mr. Nolan is subject to non-compete restrictions.

CHANGE IN CONTROL AGREEMENTS

Kevin L. Santacroce, James J. Manseau and John M. McCaffery

The Company and the Bank entered into change in control agreements with Messrs. Santacroce, Manseau and McCaffery which provide that upon an involuntary termination of employment for any reason other than cause, or the executive’s termination of employment for “good reason” (as such term is defined in the agreements) following a change in control and during the termclosing date of the agreement,Merger, (ii) a retention bonus, half of which was paid in cash on the executive, as applicable, will be entitled to a severance benefit equal to:

·3 times his annual compensation for the calendar year preceding the year of the change in control; and
·Continued insurance coverage for three years.

The amount of payments will be reduced, if necessary, to an amount that is $1.00 less than the amount that would otherwise be an “excess parachute payment” under Section 280Gone-year anniversary of the Internal Revenue Codeclosing date of 1986, as amended.

the Merger and half of which was a restricted stock retention award which cliff vested on the one-year anniversary of the closing date of the Merger, and (iii) a one-time equity grant of restricted stock which will vest in equal annual installments on the second, third, and fourth anniversary of the closing date of the Merger.
Cash Transaction Bonus ($)
Retention Bonus ($)
One-Time Equity Grant ($)
Kevin M. O’Connor
$750,000
$1,499,976
$1,169,978
Stuart H. Lubow
$750,000
$999,993
$699,995
Avinash Reddy
$500,000
$499,984
$349,997
Conrad J. Gunther
$500,000
$499,984
$349,997
Patricia M. Schaubeck
$225,000
$224,990
$209,988
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GRANTS OF PLAN BASED AWARDS

The following table sets forth certain information pertaining to grants of Plan Based Awards to the NEOs during 2015.

  Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(1)
Estimated Possible Payouts Under
Equity Incentive Plan Awards(2)
All other
stock awards:
number of
shares or
Grant date fair
value of stock
NameGrant
Date
Threshold
(a)
Target
(b)
Maximum
(c)
Threshold
(#)
Target
(#)
Maximum
(#)
units(3)
(#)(d)
awards(4)
(e)
       
K. O’Connor02/02/15$64,375$128,750$193,125
 02/02/155,070$130,350
 02/02/153,081$65,350
 02/02/152,2424,4856,7274,485$98,013
          
H. Nolan02/02/15$27,958$55,917$83,875
 02/02/152,367$60,850
 02/02/151,322$28,041
 02/02/159621,9252,8871,925$42,068
          
K. Santacroce02/02/15$25,000$50,000$75,000
 02/02/151,997$51,350
 02/02/151,322$28,041
 02/02/159621,9252,8871,925$42,068
    ,     
          
J. Manseau02/02/15$23,750$47,500$71,250
 02/02/151,997$51,350
 02/02/151,322$28,041
 02/02/159621,9252,8871,925$42,068
          
J. McCaffery02/02/15$23,750$47,500$71,250
 02/02/151,921$49,375
 02/02/151,322$28,041
 02/02/159621,9252,8871,925$42,068

2021.
Name
Grant
Date
Estimated Possible Payouts Under
Non-Equity Incentive Plan
Awards ($)(1)
Estimated Possible Payouts Under
Equity Incentive Plan Awards(2)
All other
stock awards:
number of
shares or
units(3)
(#)(d)
Option awards:
number of
Securities
Underlying
Options
(#)(d)
Exercise or
Base Price
of Options
Awards
($/Sh)
Grant date
fair value
of stock
awards(4)
$(e)
Threshold
(a)
Target
(b)
Maximum
(c)
Threshold
(#)
Target
(#)
Maximum
(#)
Kevin M.
O’Connor
​$450,000
​$900,000
​$1,350,000
01/08/21
17,321
$450,000
02/01/21
​29,515
$749,976
02/01/21
46,044
$1,169,978
07/01/21
2,004
4,009
6,014
$202,491
Stuart H.
Lubow
 
$350,000
$700,000
$1,050,000
02/01/21
​19,677
$499,993
02/01/21
27,548
$699,995
07/01/21
3,118
6,237
9,355
4,158
$454,983
Avinash
Reddy
 
$112,500
$225,000
$337,500
02/01/21
9,838
$249,984
02/01/21
13,774
$349,997
07/01/21
1,559
3,118
4,677
2,079
$227,475
Conrad J.
Gunther
 
$99,000
$198,000
$297,000
02/01/21
9,838
$249,984
02/01/21
13,774
$349,997
07/01/21
​1,372
​2,744
4,116
1,829
$200,168
Patricia M.
Schaubeck
 
$61,250
$122,500
$183,750
02/01/21
4,427
$112,490
02/01/21
8,264
$209,988
07/01/21
1,091
2,182
3,274
1,455
$159,226
Howard H.
Nolan
 
John M.
McCaffery
01/08/21
7,505
​—
$194,980
02/01/21
 
9,838
$249,984
02/01/21
13,774
$349,997
(1)
(1)Amounts shownThe information in column (a) reflectthese columns reflects the minimum cash payout levelrange of possible payments under the Company’s Short-Term2021 AIP. For an explanation of the incentive opportunities, see the section above titled “Compensation Discussion and Analysis – 2021 Annual (Cash) Incentive Plan which is 50%(“2021 AIP”).”
(2)
The information in these columns reflects the range of the target amount shown in column (b).possible awards for vesting of PRSAs. The amount shown in column (c) is 150% of such target amount. These amounts areawards will vest based on the individual’s 2015 salaryachievement of three pre-determined performance goals: Total Shareholder Return, Adjusted Efficiency Ratio and positionAverage Non-Interest-Bearing Deposits/Total Deposits, each for the performance period ending on December 31, 2023. During June 2021, the Compensation Committee approved threshold, target and representstretch opportunities based on consultation with an independent compensation consulting firm ranging from 50% to 150% of threshold level of performance. For an explanation of the total short term incentive plan award. The remaining 50% are paid out in restricted stock, which vests over five years with one third in each of years 3 through 5.performance goals, see the section above titled “Compensation Discussion and Analysis – 2021 Long-Term (Equity) Incentive Plan (“2021 LTIP”).”
(2)The amount of each performance-based restricted stock unit is contingent upon satisfying a performance-based target as of February 2, 2018. If the performance objectives are met or exceeded, the number of shares earned vest 100% on February 15, 2020, but will become 100% vested earlier upon death or disability, and the shares of Company common stock will be issued to the executive on February 15, 2022. The awards were made under the LTI Plan.
(3)
The amounts shown in column (d) reflect the number of shares of restricted stock granted to theeach NEO pursuant to the Company’s 2012 Stock-Based Incentive Planrestricted stock award portion of the retention payment which the NEO received in 2015, based on 2014 performance. TheFebruary 2021 in connection with the Merger; the number of shares of restricted shares include awards grantedstock under the 2014 short term incentive planone-time equity grant which each NEO received in February 2021 in connection with the Merger; the number of shares of restricted stock granted in July 2021 to each NEO pursuant to the 2021 LTIP; and, a long term discretionary award.with respect to Messrs. O’Connor and McCaffery, the number of shares of restricted stock granted in January 2021 to each executive pursuant to the Legacy Bridge 2021 Long Term Stock Incentive Program.
(4)
The amounts included in column (e) reflect the full grant date fair value of the restricted stock and stock option awards calculated in accordance with FASB ASC No. 718, based on attaining the performance at the targetmaximum level.
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth information pertaining to outstanding equity awards held by the NEOs as of December 31, 2021.
Name
Option Awards
Stock Awards
Number of
securities
underlying
unexercised
options
exercisable
Number of
securities
underlying
unexercised
options
unexercisable
Option
exercise
price
($/sh)
Option
expiration
date
Number of
shares or
units of
stock that
have not
vested
Market Value
of shares or
units of stock
that have not
vested(1) ($)
Equity Incentive
Plan Awards:
Number of
unearned shares,
units or other
rights that have
not vested
Equity Incentive
Plan Awards:
Market or
payout value of
unearned shares,
units or other
rights that have
not vested(1) ($)
Kevin M.
O’Connor
17,255
$36.19
2/13/2028
​92,880(2)
​$3,265,660
6,014(7)
$211,452
22,277
$35.35
2/12/2029
​25,610
​—
$34.87
2/13/2030
Stuart H.
Lubow
51,383(3)
$1,806,626
9,355(7)
$328,922
Avinash
Reddy
​—
​25,691(4)
​$903,296
4,677(7)
$164,443
​—
Conrad J.
Gunther
25,441(5)
$894,506
4,116(7)
$144,719
 
Patricia M.
Schaubeck
​—
​14,146(6)
​$497,373
3,274(7)
$115,114
Howard H.
Nolan
John M.
McCaffery
​—
(1)
Amounts based on closing price of our Common Stock as of December 31, 2021 ($35.16), as reported on the NASDAQ®.
(2)
29,515 shares cliff vest on February 1, 2022; 46,044 shares vest in equal installments on the second, third, and fourth anniversary of the closing date of the Merger; and 17,321 shares vest in equal installments on February 15, 2022, 2023, 2024, and 2025.
(3)
19,677 shares cliff vest on February 1, 2022; 27,548 shares vest in equal installments on the second, third, and fourth anniversary of the closing date of the Merger; and 4,158 shares vest in equal installments on the first, second, and third anniversary of the date of grant of July 1, 2021.
(4)
9,838 shares cliff vest on February 1, 2022; 13,774 shares vest in equal installments on the second, third, and fourth anniversary of the closing date of the Merger; and 2,079 shares vest in equal installments on the first, second, and third anniversary of the date of grant of July 1, 2021.
(5)
9,838 shares cliff vest on February 1, 2022; 13,774 shares vest in equal installments on the second, third, and fourth anniversary of the closing date of the Merger; and 1,829 shares vest in equal installments on the first, second, and third anniversary of the date of grant of July 1, 2021.
(6)
4,427 shares cliff vest on February 1, 2022; 8,264 shares vest in equal installments on the second, third, and fourth anniversary of the closing date of the Merger; and 1,455 shares vest in equal installments on the first, second, and third anniversary of the date of grant of July 1, 2021.
(7)
Three year cliff vesting in 2024 upon satisfaction of performance requirements.
41

OPTIONSTABLE OF CONTENTS

OPTION EXERCISES AND STOCK VESTED

The following table sets forth information regarding the value realized by our NEOs on option exercises and stock awards vested during the year ended December 31, 2015.

 Option AwardsStock Awards
NameNumber of Shares
acquired on
exercise( #)
Value realized on
exercise
Number of Shares
acquired on vesting
(#)
Value Realized on
vesting ($)(1)
K. O’Connor--4,531$116,159
H. Nolan489$14,7302,429$62,333
K. Santacroce--1,737$44,480
J. Manseau--1,797$46,043
J. McCaffery Simson--948$24,089

2021.
Name
Option Awards
Stock Awards
Number of Shares
acquired on
exercise (#)
Value realized on
exercise ($)
Number of Shares
acquired on vesting
(#)
Value realized on
vesting ($)(1)
Kevin M. O’Connor
​17,733
​$450,596
Stuart H. Lubow
Avinash Reddy
Conrad J. Gunther
Patricia M. Schaubeck
Howard H. Nolan
29,346
$73,603
6,190
$157,288
John M. McCaffery
​16,096
​$494,884
(1)
Based on the closing price of our common stock on the respective vesting dates.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth information pertaining to outstanding equity awards held by the NEOs as of December 31, 2015.

Option Awards Stock Awards
Name Number of
securities
underlying
unexercised
options
exercisable
 Number of
securities
underlying
unexercised
options
unexercisable
 Option
exercise
price
 Option
expiration
date
 Number of
shares or
units of
stock that
have not
vested
   Market Value
of shares or
units of stock
that have not
vested(1)
K. O’Connor  -   -  -   -   4,000 (2) $ 121,720 
                  1,247 (3) $ 37,946 
                  7,000 (4) $ 213,010 
                  3,363 (5) $ 102,336 
                  5,154 (6) $ 156,836 
                  6,750 (7) $ 205,403 
                  4,127 (8) $ 125,585 
                  8,000 (9) $ 243,440 
                  5,070 (10) $ 154,280 
                  7,763 (12) $ 236,242 
                        
H. Nolan  2,333      $ 25.25   11/27/2016   2,000 (2) $ 60,860 
                  627 (3) $ 19,080 
                  3,500 (4) $ 106,505 
                  1,692 (5) $ 51,488 
                  2,409 (6) $ 73,306 
                  3,250 (7) $ 98,898 
                  1,930 (8) $ 58,730 
                  3,500 (9) $ 106,505 
                  2,367 (10) $ 72,028 
                  3,332 (12) $ 101,385 
                        
K. Santacroce  4,000   -  $ 25.25   11/27/2016   2,000 (2) $ 60,860 
                  499 (3) $ 15,185 
                  3,500 (4) $ 106,505 
                  1,410 (5) $ 42,906 
                  2,019 (6) $ 61,438 
                  3,250 (7) $ 98,898 
                  1,618 (8) $ 49,236 
                  3,500 (9) $ 106,505 
                  1,997 (10) $ 60,769 
                  3,332 (12) $ 101,385 
                        
J. Manseau  -   -  -   -   2,000 (2) $ 60,860 
                  499 (3) $ 15,185 
                  3,500 (4) $ 106,505 
                  1,410 (5) $ 42,906 
                  2,019 (6) $ 61,438 
                  3,250 (7) $ 98,898 
                  1,618 (8) $ 49,236 
                  3,500 (9) $ 106,505 
                  1,997 (10) $ 60,769 
                  3,332 (12) $ 101,385 
                        
J. McCaffery  -   -  -   -   1,667 (5) $ 50,727 
                  2,000 (7) $ 60,860 
                  440 (8) $ 13,389 
                  2,500 (9) $ 76,075 
                  1,921 (10) $ 58,456 
                  347 (11) $ 10,559 
                  3,332 (12) $ 101,385 

(1)Amounts based on closing price of our Common Stock as of December 31, 2015 ($30.43), as reported on the NASDAQ®.
(2)Vests over seven years; one third in each year commencing in 2016 through 2018.

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(3)Vests over five years; one third in each year commencing in 2014 through 2016.
(4)Vests over seven years; one third in each year commencing in 2017 through 2019.
(5)Vests over five years; one third in each year commencing in 2015 through 2017.
(6)Vests over five years; one third in each year commencing in 2016 through 2018.
(7)Vests over seven years; one third in each year commencing in 2018 through 2020.
(8)Vests over five years; one third in each year commencing in 2017 through 2019.
(9)Vests over seven years; one third in each year commencing in 2019 through 2021.
(10)Vests over five years; one third in each year commencing in 2018 through 2020.
(11)Vests over five years; one fifth in each year commencing in 2014 through 2018.
(12)Five year cliff vesting with two year holding restriction upon vesting in 2020.

PENSION BENEFITS

On October 28, 2021, Dime Community Bank adopted the Dime Community Bank Supplemental Executive Retirement Plan (the “SERP”), which is a non-qualified deferred compensation plan, to provide benefits for certain executives and officers. The SERP is designed to compensate for the benefits reduced under the Dime Community Bank 401(k) Plan (the “401(k) Plan”) and the legacy BNB Bank Pension Plan (the “Pension Plan”) due to the application of the compensation dollar limits and annual benefit limits under the Internal Revenue Code of 1986, as amended (the “Code”). The SERP’s effective date is October 1, 2021.
Under the terms of the SERP, the amount of a participant’s annual 401(k) credit and/or annual pension credit is generally equal to the excess of the annual benefit to which the participant would have been entitled under the 401(k) Plan and/or the Pension Plan if the compensation dollar limits under the Code did not apply for each plan year. A participant’s account balance will be fully vested at all times. Messrs. O’Connor and Lubow are the only NEO’s that participate in the Pension Plan benefit under the SERP.
The following table sets forth certain information pertaining to the present value of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each such NEO, under the Pension PlanMessrs. O’Connor and the Supplemental Executive Retirement Plan.Lubow. The amounts reflected have been determined using interest rate and mortality rate assumptions consistent with those used in the Company’sDime’s financial statements.
Plan Name
Number of years
credited service
(#)
Present value of
accumulated
benefit ($)
Payments during
Last Fiscal Year
($)
Kevin M. O’Connor
SERP
1
$246,142
Stuart H. Lubow
SERP
1
$198,956
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 Plan NameNumber of years
credited service (#)
Present value of
accumulated benefit
Payments during
Last Fiscal Year ($)
K. O’ConnorBridgehampton National Bank Pension Plan7.17$200,596-
 Supplemental Executive Retirement Plan7.17$433,265-
H. NolanBridgehampton National Bank Pension Plan8.50$258,014-
 Supplemental Executive Retirement Plan8.50$223,970-
K. SantacroceBridgehampton National Bank Pension Plan18.25$394,755-
J. ManseauBridgehampton National Bank Pension Plan6.75$183,905-
J. McCafferyBridgehampton National Bank Pension Plan2.92$76,814-

NONQUALIFIED DEFERRED COMPENSATION
Name
Executive
Contributions in
Last Fiscal Year
Registrant
Contributions in
Last Fiscal Year
($)(1)
Aggregate
Earnings in Last
Fiscal Year
Aggregate
Withdrawals/
Distributions
Aggregate Balance
at Last Fiscal
Year End
Kevin M. O’Connor
​$81,892
​—
​—
Stuart H. Lubow
$52,440
Avinash Reddy
$29,437
Conrad J. Gunther
$26,607
Patricia M. Schaubeck
$10,430
Howard H. Nolan
John M. McCaffery
(1)
Contributions included in the “Registrant Contributions in Last Fiscal Year” column are included as compensation for the NEO in the Summary Compensation Table.
As previously disclosed, under the Bank maintains a SERP for the benefit of Messrs. O’Connor and Nolan. Balances in the defined contribution componentterms of the SERP, are credited with earningsthe amount of a participant’s annual 401(k) credit and/or annual pension credit is generally equal to the excess of the annual benefit to which the participant would have been entitled under the 401(k) Plan and/or the Pension Plan if the compensation dollar limits under the Code did not apply for each year in the same percentages as theplan year. A participant’s account earned under the Bank’s 401(k) Plan.

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

Thefully vested balances under the defined benefit pension plan component of the SERP are included in the Pension Benefits table (above). at all times.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table shows as of December 31, 2015, Bank contributions and earnings, and the aggregate vested account balances of Messrs. O’Connor and Nolan under the defined contribution component of the SERP.

Aggregate earnings in this table have not been reported in the Summary Compensation Table for 2015, 2014, and 2013, respectively, as they are not “preferential” or “above market” as defined in SEC regulations.

NONQUALIFIED DEFERRED COMPENSATION

NameExecutive
Contributions in
Last Fiscal Year
Registrant
Contributions in
Last Fiscal Year
Aggregate
Earnings in Last
Fiscal Year

Aggregate
Withdrawals/

Distributions

Aggregate Balance
at Last Fiscal

Year End

K. O’Connor-$19,230$(5,574)-$116,398

H. Nolan

-$7,319

$(667)

-$56,370

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POTENTIAL PAYMENT UPON TERMINATION OR A CHANGE IN CONTROL

Under the terms of their employment and change in control agreements, the NEOs are entitled to certainestimated payments upon a termination of employment, including a termination of employment following a change in control. Additionally, the vesting of options, stock awards and stock units may accelerate upon a termination of employment or upon a change in control. Set forth below is information as of December 31, 2015, regarding potential paymentsthat would be made to the NEOs, following a termination of employment.

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

Name Involuntary
Termination
 Involuntary Termination
after Change in Control
 Disability Death
K. O’Connor
Stock Based Incentive Plans
     $1,590,789(1)  $1,590,789(1)  $1,590,789(1)
Employment Agreement  $1,072,978(2)  $4,208,934(3)  $1,071,798(4)   
                 
H. Nolan
Stock Based Incentive Plans
     $746,204(1)  $746,204(1)  $746,204(1)
Employment Agreement  $651,987(2)  $1,490,223(3)  $650,807(4)   
                 
K. Santacroce
Stock Based Incentive Plans
     $701,107(1)  $701,107(1)  $701,107(1)
Change in Control Agreement      $738,853(3)        
                 
J. Manseau
Stock Based Incentive Plans
     $701,107(1)  $701,107(1)  $701,107(1)
Change in Control Agreement      $763,774(3)        
                 
J. McCaffery
Stock Based Incentive Plans
     $368,872(1)  $368,872(1)  $368,872(1)
Change in Control Agreement      $570,677(3)        

Proxy Statement. Since Messrs. Nolan and McCaffery terminated employment during 2021, the payments made to the two executives are provided below.
Name
Involuntary
Termination ($)
Involuntary Termination
after Change in Control
($)
Disability ($)
Death ($)
Kevin M. O’Connor
Stock Based Incentive Plans
$3,477,112(3)
$3,477,112(3)
$3,477,112(3)
Employment Agreement
$5,745,190(1)
$6,420,190(4)
$675,000(5)
​$675,000(5)
Stuart H. Lubow
Stock Based Incentive Plans
$2,135,548(3)
$2,135,548(3)
$2,135,548(3)
Employment Agreement
$3,693,147(1)
$4,865,022(4)
$309,375(5)
​$309,375(5)
Avinash Reddy
Stock Based Incentive Plans
$1,067,739(3)
$1,067,739(3)
$1,067,739(3)
Employment Agreement
$2,508,888(1)
$2,551,074(4)
​$210,938(5)
​$210,938(5)
Conrad J. Gunther
Stock Based Incentive Plans
��
$1,039,225(3)
$1,039,225(3)
$1,039,225(3)
Employment Agreement
$2,418,230(1)
$2,418,230(4)
$210,000(5)
$210,000(5)
Patricia M. Schaubeck
Stock Based Incentive Plans
$612,487(3)
$612,487(3)
$612,487(3)
Change in Control Employment Agreement
$1,671,153(2)
$1,671,153(2)
​$127,970(5)
​$127,970(5)
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TABLE OF CONTENTS

(1)
This amount represents the sum of (i) an amount equal to the product of (a) the executive’s Recent Bonus and (b) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365; (ii) the amount equal to the product of (a) three and (b) the sum of (c) executive’s base salary and (d) the Recent Bonus; (iii) an amount equal to the Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which executive participates as of immediately prior to the date of termination that executive would receive if executive’s employment continued for the Benefits Period; and (iv) an amount equal to the product of (a) 150% of the monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for executive and his or her spouse and dependents as of immediately prior to the date of termination, and (b) the number of months in the Benefits Period.
(2)
This amount represents the sum of (1) the executive’s Pro Rata Bonus; (2) the amount equal to the product of (a) three and (b) the sum of (c) executive’s base salary and (d) the Recent Bonus; (3) an amount equal to the Company and its affiliates contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by the Company or its affiliates, in which the executive participates as of immediately prior to the date of termination that she would receive for the Benefits Period; and (4) an amount equal to the product of (a) 150% of the monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for the executive and her spouse and dependents as of immediately prior to the date of termination, and (b) the number of months in the Benefits Period. In the event that payments to the executive become subject to Sections 280G and 4999 of the Code, such payments would be reduced if such reduction would leave the executive officer better off on an after-tax basis.
(3)
This amount represents the value of unvested restricted stock units and restricted stock awards, subject to time-based and performance-based vesting, that become fully vested upon certain events, including death, disability and a qualifying termination of employment following a change in control.
(4)
In the event of an involuntary termination after a change in control, of the Bank or Company.
(2)Thisthis amount represents the sum of (i) two timesan amount equal to the product of (a) the executive’s Recent Bonus and (b) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365; (ii) the amount equal to the product of (a) three and (b) the sum of (c) executive’s base salary and (ii) Bank(d) the greater of the Annual Cash Bonus (at target) in the year of a Change in Control or the average of the Annual Cash Bonus earned by Executive during the three years prior to a Change in Control (including the full value of the Annual Cash Bonus, whether payable in cash or another form); (iii) an amount equal to the Company and its affiliates contributions for continued healthunder the tax-qualified defined contribution plan and medical coverage for 24 months. Amounts payableany excess or supplemental defined contribution plans sponsored by the BankCompany or its affiliates, in which executive participates as of immediately prior to the date of termination that executive would receive if executive’s employment continued for the Benefits Period; and (iv) an amount equal to the product of (a) 150%of the monthly premiums for coverage under the Company’s or and its affiliates health care plans and life insurance plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for executive and his or her spouse and dependents as of immediately prior to the date of termination, and (b) the number of months in the Benefits Period. In consideration for the foregoing payments and benefits, each employment agreement contains restrictive covenants concerning nondisclosure of confidential information, mutual non-disparagement of either party and non-competition and non-solicitation restrictions, which shall apply for the period of time mutually to be agreed to by the parties, and in no event shall the time period be less than six months or exceed two years. In the event that payments to the executive become subject to Sections 280G and 4999 of the Code, such payments shall be reduced if such reduction would leave the executive officer better off on an event of termination or a voluntary resignation are subject to a one year non-compete restrictionafter-tax basis, and accordingly, the executive’s agreement not to disclose any confidential information.amount shown in this column may be reduced.
(5)
(3)In the event of a change in control, Messrs. O’Connor and Nolan are entitled to receive a lump sum payment equal to three times the executive’s annual compensation for the year immediately preceding the year of the change in control. The amount includes the value of the employer cost for continued health care coverage for a period of 36 months, and for Mr. O’Connor an excise tax indemnification payment of approximately $1,567,698. Messrs. Santacroce, Manseau and McCaffery are entitled to 3 times the executive’s annual compensation for the taxable year immediately preceding the year of the change in control and continued insurance coverage for 36 months. Messrs. Santacroce’s, Manseau’s and McCaffery’s cash severance is cut-back pursuant to the limitation under Section 280G of the Internal Revenue Code.
(4)In the event of disability, Messrs. O’Connor and Nolan will receive their after-tax base salary and continued health and medical coverage for 2 years, less amounts payable under any disability programs. This amount represents the total payments and benefits that Messrs.Recent Bonus paid by Legacy Bridge to Mr. O’Connor and Nolan would receive for such 2-year period, without reduction for taxes or amounts payable under any disability programs.by Legacy Dime to Messrs. Lubow, Reddy, Gunther and Ms. Schaubeck.
In connection with the Merger, Mr. Nolan terminated employment on February 1, 2021 and Mr. Nolan entered into a: (i) Non-Competition and Consulting Agreement under which Mr. Nolan was paid $50,000 per month, pro-rated for a partial month, in exchange for Mr. Nolan providing consulting services up to 160 hours per month, commencing February 2, 2021 and ending June 30, 2021, and Mr. Nolan became subject to non-competition and non-solicitation restrictions for thirteen (13) months, commencing on February 1, 2021, and a (ii) Settlement and Release Agreement under which Mr. Nolan’s employment agreement was terminated and Mr. Nolan was paid $2,343,264, less required withholding, in full satisfaction of the payment obligations under Mr. Nolan’s employment agreement and in exchange for a legal release of claims. In addition, pursuant to the terms of Mr. Nolan’s SERP, Mr. Nolan was paid his vested account balances of $1,439,000 and $159,533 and Mr. Nolan’s non-vested equity awards were accelerated on February 1, 2021 with a value of $157,317. Mr. Nolan received full ownership of his automobile with a value of $38,600.
The Company and Mr. McCaffery were parties to an Employment Agreement and a Retention and Award Agreement, both dated October 16, 2020, which provided for certain payments upon a qualifying termination of Mr. McCaffery’s employment. Mr. McCaffery’s departure on June 14, 2021 was a termination without Cause under the Employment Agreement. The Company and Mr. McCaffery have entered into an Agreement and General Release (the “Agreement”), pursuant to which the Company paid Mr. McCaffery $1,625,086, less legally required withholdings, in full satisfaction of the Company’s obligations under the Employment Agreement and the Retention and Award Agreement, in a lump sum after a seven day revocation period lapsed. In addition, Mr. McCaffery was engaged as a consultant for a transition period of four months and received $250,000 for his consultation services. The Agreement includes non-disparagement, non-solicitation, and non-competition provisions and a full release of claims by Mr. McCaffery.
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TABLE OF CONTENTS

CEO PAY RATIO
Pursuant to Section 953 (b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402 (u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median compensated employee and the annual total compensation of our CEO.
For 2021, annual total compensation of our median employee other than our CEO was $82,249 and the annual total compensation for our CEO as reported in the 2021 Summary Compensation Table was $9,674,312. Based on this information, for 2021 we estimate the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 118 to 1.
On February 1, 2021, we completed the Merger and we identified our median employee using our entire workforce, as of December 31, 2021, including all full-time and part-time employees of Legacy Dime and Legacy Bridge. We used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2021. We annualized compensation for full-time and part-time permanent employees who were employed on December 31, 2021, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees.
We determined the annual total compensation for our median employee by calculating total compensation for such employee in accordance with the requirements of Item 402 (c)(2)(x) of Regulation S-K.
With regard to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2021 Summary Compensation Table, which is included in this Proxy Statement. If the cash transaction bonus of $750,000 and other Merger-related compensation of $3,701,828, as shown on the Summary Compensation Table, is excluded from the CEO’s total compensation, the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee would be 63:1.
The SEC’s rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.
DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

REPORTS

Our common stockCommon Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934. The officers and directors of the Company and beneficial owners of greater than 10% of our shares of common stock (“10% beneficial owners”) are required to file reports on Forms 3, 4 and 5 with the SEC disclosing beneficial ownership and changes in beneficial ownership. SEC rules require disclosure in our Proxy Statement and Annual Report on Form 10-K of the failure of an officer, director or 10% beneficial owner of

- 33 -

the shares of common stock to file a Form 3, 4 or 5 on a timely basis. Based solely on our review of such ownership reports and representations made by the directors and executive officers, two Form 4 reports for the year ended December 31, 2015, one Form 4 report for three directors (Hefter, Massoud and Tobin)Company’s Chief Risk Officer, each relating to the non-elective retainer grant of restricted stock unitsone transaction, were filed late, one Form 4 report for one director (Rubin) relating to a distribution from an estate for which he was the executor was filed late and one Form 4 report for Basswood Capital Management LLC wasinadvertently filed late.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

During the year ended December 31, 2015,2021, the Bank had two residential mortgage loans to two directors, two residential mortgage loans to two executive officers, and one executive officer, Howard H. Nolan, SEVP, CAO & CFOcommercial real estate loan to an entity controlled by one of our directors. The residential mortgage loans were made with the interest rate discount under the program available to all employees. Theemployees described in the immediately preceding paragraph. All five loans were residential mortgage loansmade in the ordinary course of business, on their primary residences and; (i)substantially the largest aggregate balance outstanding over the disclosure period was $322,789; (ii)same terms, including the interest rate on(other than the discounted interest rate under the employee discount rate program described above) and collateral, as those prevailing at the time for comparable loans was 3.4%; (iii) principal balance at December 31, 2015 was $313,781.13;with persons not related to the Bank, and (iv) principal and interest paiddid not involve more than the normal risk of collectability or present other unfavorable features.
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Additionally, during the year ended December 31, 2015 was $9,007.622021, Mr. Mahon received a transaction bonus of $750,000 in connection with the completion of the Merger pursuant to an Executive Chairman and $10,764.62. Separation Agreement.
The Board (excluding any director involved in the transaction) reviews and approves all transactions between the Company or the Bank and any director or executive officer that would require proxy statement disclosure pursuant to Item 404(a).
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DIRECTOR COMPENSATION

Cash Compensation Paid to Board Members

All of

PROPOSAL 2. — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Crowe LLP (“Crowe”) was the members of the Board of Directorsindependent registered public accounting firm of the Company also serve on the Board of the Bank. For the period from January 1, 2015 to April 30, 2015, each outside (non-employee) Director received an annual retainer fee of $29,500 from the Bank. The Chairperson of the Board of Directors receives an additional annual fee of $5,000. The Vice Chairperson of the Board of Directors, the Chairperson of the Audit Committee, and the Chairperson of the Compensation Committee receive an additional annual fee of $2,500. All Directors are compensated $500 for each Board meeting. Outside Directors who are members of Board Committees are compensated $500 per meeting attended.

In the first half of 2015, the Company completed its acquisition of Community National Bank, resulting in significant growth in both asset size and market capitalization. Due to these factors, the Compensation Peer Group was subsequently reviewed and updated by the Committee. In light of these changes, the Board engaged McLagan to perform an independent review of directors compensation using the updated Compensation Peer Group. As a result of this, review, effective May 1, 2015, the annual retainer fee for each outside director was increased from $29,500 to $30,000. Additionally, the Chairperson’s additional annual retainer increased from $5,000 to $20,000, the Vice Chairman’s additional retainer increased from $2,500 to $10,000 and the Audit Committee and Compensation Committee chairs additional retainer increased from $2,500 to $5,000. In addition, the Board Committee fees increased from $500 to $800 per meeting.

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Equity Awards Program

In addition, effective May 2015, the annual non-elective retainer in the form of restricted stock units increased from $5,000 to $25,000 for non-employee directors.

Deferred Compensation Plan

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

Director Summary Compensation Table

The following table sets forth information pertaining to the compensation paid by the Company to non-employee Directors for the fiscal year ended December 31, 2015:

Name
(1)
Fees Earned or
Paid in Cash(2)
($)
Stock
Awards
($)
Total
($)
Marcia Z. Hefter(2)$77,433$25,000$102,433
    
Dennis A. Suskind(2)$60,233$25,000$85,233
    
Emanuel Arturi(2)$52,200$25,000$77,200
    
Charles I. Massoud$62,533$25,000$87,533
    
Albert E. McCoy, Jr. (2)$57,133$25,000$82,133
    
Rudolph J. Santoro(2)$61,200$25,000$86,200
    
Thomas J. Tobin(3)$52,567$25,000$77,567
    
Raymond A. Nielsen(2)$64,133$25,000$89,133
    
Daniel Rubin(4)$35,600$22,917$58,517
    
Christian C. Yegen(2)(4)$30,000$22,917$52,917

2021, and has been selected to serve as the Company’s independent registered public accounting firm for the year ending 2022. Representatives of Crowe are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions from shareholders.
Shareholder ratification of the selection of Crowe is not required by the Company’s Bylaws or otherwise. However, the Board is submitting the selection of the independent registered public accounting firm to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection of Crowe, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change is in the best interests of the Company and its shareholders.
Fees Paid to Crowe
The following table presents fees for professional audit services rendered by Crowe for the audit of our annual financial statements and other professional services provided for the years ended December 31, 2021 and 2020.
Type of Fees
2021
2020
Audit Fees (1)
$870,000
$660,000
Audit Related Fees(2)
$488,725
​$133,100
Tax Fees (3)
$106,211
​$98,723
All Other Fees (4)
$21,617
$237,606
Total Fees
$1,486,553
$1,129,430
(1)
(1)Kevin M. O’Connor,Audit fees for 2021 and 2020 consist of professional services rendered for the Company’s Presidentannual audit of our financial statements and CEO, and Howard H. Nolan,audit of internal controls over financial reporting, along with the Company’s Senior Executive Vice President and CAO, are notreview of financial statements included in this table as they are Named Executive Officers of the Company. The director fees received by Messrs. O’Connor and Nolan are shown in the Summary Compensation Table.our quarterly reports.
(2)
(2)Directors Hefter, Suskind, Arturi, McCoy, Jr., Santoro, Nielsen and Yegen have elected to defer their annual elective retainer feeAudit-related fees in the formcase of deferred restricted stock units (“RSUs”) pursuant to the Directors Deferred Compensation Plan.
(3)Director Tobin has options to purchase 2,134 shares.
(4)Directors Rubin and Yegen were appointed to the Board in June 20152021 consist of services provided in connection with the acquisitionMerger, the adoption of CNB.ASU 2016-13, “Financial Instruments: Credit Losses,” and procedures related to critical accounting matters. Audit-related fees in the case of 2020 consist of services provided in connection with the adoption of ASU 2016-13, “Financial Instruments: Credit Losses.” Additionally, both years consist of audit-related fees for employee benefit plan audits and Uniform Single Audit Program for Mortgage Bankers (USAP) procedures.

(3)
- 35 -Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute, or obtain government approval for amounts to be included in tax filings and consisted of:
Federal, state and local income tax return assistance
Sales and use, property and other tax return assistance
Research & Development tax credit documentation and analysis for purposes of filing amended returns
Requests for technical advice from taxing authorities
(4)
All other fees consist of services for consent procedures related to regulatory filings or other services which may include SEC matters, and in the case of 2020 includes fees related services for Legacy Dime’s issuance of preferred stock.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of the Independent Registered Public Accounting Firm
The Audit Committee has adopted policies and procedures for the pre-approval of the above fees. All requests for services to be provided by Crowe are pre-approved by the Audit Committee. A schedule of approved services is then reviewed and approved by the entire Audit Committee at the next Audit Committee meeting.
In order to ratify the selection of Crowe as the Company’s independent registered public accounting firm for the 2022 fiscal year, the proposal must receive the affirmative vote of at least a majority of the votes cast at the Annual Meeting, either in person or by proxy.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF CROWE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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PROPOSAL II –3. — ADVISORY NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION

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

In accordance with Section 14A of the Exchange Act, we are asking shareholders to vote in an advisory, non-binding manner to approve the compensation paid to our Named Executive Officers, as disclosed in this proxy statementProxy Statement pursuant to Item 402 of Regulation S-K (including the Compensation Discussion and Analysis, compensation tables and accompanying narrative discussion). Item 402 of Regulation S-K is the SEC regulation that sets forth the disclosure companies must include in their proxy statement as to executive compensation. At the 20112017 Annual Meeting of Shareholders, the Board of Directors recommended, and the shareholders approved, a non-binding vote in favor of holding an annual advisory vote on executive compensation. As a result, the Board of Directors determined that the Company willBridge would hold an annual advisory vote to approve executive compensation. The next shareholder vote on the frequency of future votes on NEO compensation will occur at the 2017 annual meeting of shareholders.

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

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

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

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

PROPOSAL III - RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Crowe Horwath LLP (“Crowe Horwath”) was the Independent Registered Public Accounting Firm of the Company for the year ended December 31, 2015, and has been selected to serve as the Company’s Independent Registered Public Accounting Firm for 2016. Representatives of Crowe Horwath are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions from shareholders.

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


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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL.
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Fees Paid ToCrowe Horwath LLP

The following table presents fees for professional audit services rendered by Crowe Horwath for the audit of our annual financial statements and other professional services provided for the years ended December 31, 2015 and 2014.

Type of Fees2015 2014
    
Audit Fees(1)$330,000 $270,000
Audit Related Fees(2)105,000 16,500
Tax Fees(3)- -
All Other Fees(4)- -
Total Fees$435,000 $286,500

(1)Audit fees for 2015 and 2014 consist of professional services rendered for the annual audit of our financial statements and audit of internal controls over financial reporting, along with the review of financial statements included in our quarterly reports.
(2)Audit-related fees for 2015 consist of comfort letter procedures associated with the registration statement filed with the SEC on Form S-3 and Form S-4. Audit-related fees for 2014 consist of consent and comfort letter procedures associated with the registration statement filed with the SEC on Form S-3 and Form S-4.
(3)Crowe Horwath did not provide any services to the Company relating to tax compliance, tax advice and tax planning during the fiscal years ended December 31, 2015 and 2014.
(4)Crowe Horwath did not provide any other services to the Company during the fiscal years ended December 31, 2015 and 2014.

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

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

In order to ratify the selection of Crowe Horwath as the Company’s Independent Registered Public Accounting Firm for the 2016 fiscal year, the proposal must receive the affirmative vote of at least a majority of the votes cast at the Annual Meeting, either in person or by proxy.

The Board of Directors recommends a vote “FOR” the ratification of Crowe HORWATH llp as the Company’s Independent Registered Public Accounting Firm.

SHAREHOLDER PROPOSALS UNDER SEC RULERULES
Under SEC Rule 14a-8,

In in order to be eligible for inclusion in the proxy materials for next year’s Annual Meeting of Shareholders, any shareholder proposal to take action at such meeting must be received at the Company’s executive office, 2200 Montauk898 Veterans Memorial Highway, P.O. Box 3005, Bridgehampton,Suite 560 Hauppauge, New York 11932,11788, no later than December 5, 2016.15, 2022. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Exchange Act.

Additionally, under SEC Rule 14a-19, a stockholder intending to engage in a director election contest at next year’s Annual Meeting of Shareholders must give the Company notice of its intent to solicit proxies by providing the names of its nominees and certain other information by March 27, 2023.
ADVANCE NOTICE OF BUSINESS OR NOMINATIONS TO BE BROUGHT BEFORE AN ANNUAL MEETING

The Company’s Bylaws provide an advance notice procedure for certain business, or nominations to the Board of Directors, to be brought before an annual meeting of shareholders. In order for a shareholder to properly nominate persons for election to the Board of Directors or bring business before an annual meeting, the shareholder must give written notice to the Corporate

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Secretary not less than 90 days prior to the date of the Company’s proxy materials for the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not later than the close of business on the tenth day following the day on which public announcement of the date of such annual meeting is first made. The Bylaws require that the notice must include, among other things, the shareholder’s name, record address, and number of shares owned, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any material interest of the shareholder in the proposed business. Nothing in this paragraph shall be deemed to require the Company to include in its annual meeting proxy statement under SEC Rule 14a-8 any shareholder proposal that does not meet all of the requirements for inclusion established by the SEC in effect at the time such proposal is received.received, or to include in a universal proxy card the names of shareholder nominees for which the shareholder did not provide proper notice under SEC Rule 14a-19. In accordance with the foregoing, advance notice for certain business or nominations to the Board of Directors to be brought before next year’s Annual Meeting of Shareholders must be given to the Company by January 4, 2017.

16, 2023.

OTHER MATTERS

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

HOUSEHOLDING

Unless

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

If your shares are registered in your own name, contact our transfer agent, Computershare, and inform them of your request to revoke householding by calling 1-800-368-5948, or by writing them at Computershare, PO Box 505000 Louisville, KY 40233, Attention: Householding Department.
If a bank, broker or other nominee holds your shares, contact your bank, broker or other nominee directly.
49

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

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

AN ADDITIONAL COPYTABLE OF THE COMPANY’S CONTENTS

ANNUAL REPORT ON FORM
A copy of the Annual Report to shareholders for the period ended December 31, 2021, including the consolidated financial statements prepared in conformity with U.S. GAAP for the year ended December 31, 2021, accompanies this Proxy Statement. The consolidated financial statements for the year ended December 31, 2021 have been audited by Crowe LLP, whose report appears in the Annual Report. Shareholders may obtain, free of charge, a copy of the Annual Report on Form 10-K FOR THE YEAR ENDED DECEMBER 31, 2015, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS OF THE RECORD DATE UPON WRITTEN OR TELEPHONE REQUEST TO HOWARD H. NOLAN, SENIOR EXECUTIVE VICE PRESIDENT AND CORPORATE SECRETARY,2200 MONTAUK HIGHWAY, P.O. BOX 3005, BRIDGEHAMPTON, NEW YORK 11932filed with the SEC (without exhibits) by writing to Corporate Secretary, Dime Community Bancshares, Inc., OR CALL 898 Veterans Memorial Highway, Suite 560, Hauppauge, New York 11788, or by calling (631) 537-1001, EXT. 7255.

537-1000, or by accessing the Company’s Investor Relations website http://investors.dime.com/inforequest.

By Order of the Board of Directors

Howard H. Nolan

Senior Executive Vice President and

Patricia M. Schaubeck
Corporate Secretary

Bridgehampton,

Hauppauge, New York


April 4, 2016

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14, 2022

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE FOLD ALONG THE PERFORATION, DETACHCOMPLETE, SIGN, DATE AND PROMPTLY RETURN THE BOTTOM PORTIONACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. Annual Meeting Revocable Proxy Card A Proposals — The Board of Directors recommends a vote FOR Proposals 1 – 3. IMPORTANT ANNUAL MEETING INFORMATION B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. If the signer is a corporation, please sign full corporate name by duly authorized officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. For Against Abstain 2. A proposal to approve, on an advisory (non-binding) basis, Bridge Bancorp’s executive compensation as described in the attached proxy statement. For Against Abstain 3. A proposal to ratify the appointment of Crowe Horwath LLP as the independent registered public accounting firm for Bridge Bancorp, Inc. for the year ending December 31, 2016. 01 - Christian C. Yegen 02 - Daniel Rubin 03 - Marcia Z. Hefter 04 - Emanuel Arturi 05 - Rudolph J. Santoro 1. The election of four Directors to the Company’s Board of Directors, to hold office for a term of three years and two directors to hold office for a term of two years, and until their successors are elected and qualified; For Withhold For Withhold Class A (term expiring in 2018) 06 - Howard H. Nolan Class B (term expiring in 2019) 1 U P X 02BKOB

POSTAGE-PAID ENVELOPE PROVIDED.
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PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Revocable Proxy – Bridge Bancorp, Inc. Notice of 2016 Annual Meeting of Shareholders Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, NY 11932 Proxy Solicited by Board of Directors for Annual Meeting – May 6, 2016 The undersigned shareholder of Bridge Bancorp, Inc. (the “Company”), hereby appoints the full Board of Directors, with full powers of substitution, as attorneys in fact and agents for and in the name of the undersigned, to vote such shares as the undersigned may be entitled to vote at the Annual Meeting of Shareholders of the Company to be held at the offices of the Company’s subsidiary, The Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Friday, May 6, 2016 at 11:00 a.m. local time, and at any and all adjournments thereof. This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, an executed proxy will be voted “FOR” each of the nominees listed in Item 1 and “FOR” Items 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)

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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Revocable Proxy Card A Proposals — The Board of Directors recommends a vote FOR Proposals 1 – 3. IMPORTANT ANNUAL MEETING INFORMATION B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. If the signer is a corporation, please sign full corporate name by duly authorized officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. For Against Abstain 2. A proposal to approve, on an advisory (non-binding) basis, Bridge Bancorp’s executive compensation as described in the attached proxy statement. For Against Abstain 3. A proposal to ratify the appointment of Crowe Horwath LLP as the independent registered public accounting firm for Bridge Bancorp, Inc. for the year ending December 31, 2016. 01 - Christian C. Yegen 02 - Daniel Rubin 03 - Marcia Z. Hefter 04 - Emanuel Arturi 05 - Rudolph J. Santoro 1. The election of four Directors to the Company’s Board of Directors, to hold office for a term of three years and two directors to hold office for a term of two years, and until their successors are elected and qualified; For Withhold For Withhold Class A (term expiring in 2018) 06 - Howard H. Nolan Class B (term expiring in 2019) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 11:59 p.m., EST, on May 5, 2016. Vote by Internet Go to www.investorvote.com/BDGE Or scan the QR code with your smartphone Follow the steps outlined on the secure website Vote by telephone Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone Follow the instructions provided by the recorded message 1 U P X 02BKNC

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IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Revocable Proxy – Bridge Bancorp, Inc. Notice of 2016 Annual Meeting of Shareholders Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, NY 11932 Proxy Solicited by Board of Directors for Annual Meeting – May 6, 2016 The undersigned shareholder of Bridge Bancorp, Inc. (the “Company”), hereby appoints the full Board of Directors, with full powers of substitution, as attorneys in fact and agents for and in the name of the undersigned, to vote such shares as the undersigned may be entitled to vote at the Annual Meeting of Shareholders of the Company to be held at the offices of the Company’s subsidiary, The Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Friday, May 6, 2016 at 11:00 a.m. local time, and at any and all adjournments thereof. This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, an executed proxy will be voted “FOR” each of the nominees listed in Item 1 and “FOR” Items 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.) Change of Address — Please print your new address below. Comments — Please print your comments below. C Non-Voting Items Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDESTABLE OF THIS CARD.

CONTENTS