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DIME COMMUNITY BANCSHARES, INC.
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 25, 2017
23, 2019GENERAL INFORMATION
This Proxy Statement and accompanying proxy card are being furnished to the shareholders of Dime Community Bancshares, Inc. (the "Company"“Company”, “Dime”, “we”, “our” or “us”) in connection with the solicitation of proxies by the Company's Board of Directors from holders of the shares of the Company's issued and outstanding common stock, par value $0.01 per share (the "Common Stock"“Common Stock”), for use at the Annual Meeting of Shareholders to be held on May 25, 201723, 2019 (the "Annual Meeting"“Annual Meeting”) at Giando on the Water, 400 Kent Avenue,New York Marriott at the Brooklyn Bridge, 333 Adams Street, Brooklyn, New York 1121111201, at 10:00 a.m. Eastern Time, and at any adjournment or postponement thereof. The Company is a Delaware corporation and operates as a unitary savings and loan holding company for Dime Community Bank (f/k/a The Dime Savings Bank of Williamsburgh) (the "Bank"). This Proxy Statement, together with the enclosed proxy card, is first being mailed to shareholders on or about April 14, 2017.
The Company's Board of Directors has fixed the close of business on March 29, 201726, 2019 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting (the "Record Date"“Record Date”). Accordingly, only holdersshareholders of record of shares of Common Stock at the close of business on March 29, 201726, 2019 will be entitled to vote at the Annual Meeting. There were 37,569,34835,881,968 shares of Common Stock outstanding on the Record Date. The presence, in person or by proxy, of the holders of at least a majority of the total number of shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
The notice of meeting, Proxy Statement, annual report and sample proxy card are available for review at www.materials.proxyvote.com/https://materials.proxyvote.com/253922. The notice of meeting, Proxy Statement and annual report are also available on the Company's website at www.dime.com.
Information on our website is not a part of this proxy statement or accompanying materials.Voting Rights
Each holder of Common Stock on the Record Date will be entitled to one vote at the Annual Meeting for each share of record held on the Record Date (other than Excess Shares, as defined below). You may vote your shares of Common Stock by marking and signing the enclosed Proxy Card and returning it in the enclosed postage-paid envelope, by telephone or internet by following the instructions stated on the Proxy Card or by attending the Annual Meeting and voting in person. All properly executed proxies received by the Company on or before 11:59 p.m. Eastern Time on May 22, 2019 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 four 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, 2019 and FOR the approval of compensation of the Company’s Named Executive Officers.
As provided in the Company's Certificate of Incorporation, record holders (other than any compensation plan maintained by the Company and certain affiliates) of Common Stock who beneficially own in excess of 10% of the issued and outstanding shares of Common Stock (such shares in excess of 10% referred to herein as "Excess Shares"“Excess Shares”) shall be entitled to cast only one-hundredth of one vote per share for each Excess Share. A person or entity is deemed to beneficially own shares owned by an affiliate or associate as well as by persons acting in concert with such person or entity. The Company's Certificate of Incorporation authorizes a majority of the Board of Directors to interpret the provisions of the Certificate of Incorporation governing Excess Shares, and to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to ascertain compliance with the Excess Shares provisions of the Certificate of Incorporation, including, without limitation, (i) the number of shares of
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Common Stock beneficially owned by any person or purported owner, (ii) whether a person or purported owner is an affiliate or associate of, or is acting in concert with, any other person or purported owner, and (iii) whether a person or purported owner has an agreement or understanding with any other person or purported owner as to the voting or disposition of any shares of Common Stock.
You may vote your shares of Common Stock by marking and signing the enclosed Proxy Card and returning it in the enclosed postage-paid envelope, by telephone or internet by following the instructions stated on the Proxy Card or by attending the Annual Meeting and voting in person. All properly executed proxies received by the Company on or before the close of voting on May 25, 2017 will be voted in accordance with the instructions indicated thereon. If no instructions are given, executed proxies will be voted FOR election of each of the three nominees for Director, FOR ratification of the appointment of Crowe Horwath LLP as independent auditors for the year ending December 31, 2017, FOR the compensation of the Company’s Named Executive Officers (as defined subsequently herein), FOR an annual advisory vote on the compensation of the Company's Named Executive Officers; and FOR each other proposal identified in the Notice of the Annual Meeting of Shareholders.
Management is not aware of any matters other than those set forth in the Notice of the 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 accompanying 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.
If you are a shareholder whose shares of Common Stock are not registered in your own name, you will need appropriate documentation from your shareholder of record to vote personally at the Annual Meeting.
Examples of such documentation include a broker's statement, letter or other document that will confirm your ownership of the Common Stock.
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 or with respect to the advisory proposal regarding the compensation of our Named Executive Officers (as defined herein). 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 auditors.
The presence, in person or by proxy, of the holders of at least a majority of the total number of shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present.
Directors are elected by a plurality of the votes cast in person or by proxy at the Annual Meeting.Meeting, without regard to broker non-votes. The holders of Common Stock may not vote their shares cumulatively for the election of Directors. With respect to the election of the threefour nominees for Director, shares as to which the "WITHHOLD AUTHORITY"“WITHHOLD” box has been selected for either all or some of the nominees will be counted as being present for the matter but not as voting "for"“for” the election of the respective nominee(s). Therefore, the proxy represented by these shares will have the same effect as voting against the respective nominee(s). In contrast, sharesAny Director nominee who does not receive more votes cast “for” than “withheld” his/her election shall immediately tender his/her resignation. The Corporate Governance and Nominating Committee shall promptly consider the resignation, possible responses (including, without limitation, actions to address the underlying broker non-votescauses of the vote), and make a recommendation to the Board for determination at its next regularly scheduled meeting. The Corporate Governance and Nominating Committee and Board may consider factors deemed relevant in deciding whether or not to accept the offer of resignation. The Director nominee at issue will not be counted as present and entitled toparticipate in the discussion, recommendation of vote and will have no effect onregarding the vote on Proposal 1.
resignation tender.Proposals 2 and 3 require the affirmative vote of the holders of a majority of the number of votes eligible to be cast by the holders of Common Stock represented, in person or by proxy, and entitled to vote at the Annual Meeting.Meeting, without regard to broker non-votes. Shares as to which the "ABSTAIN"“ABSTAIN” box has been selected on the Proxy Card with respect to Proposals 2 and 3 will be counted as present and entitled to vote and will have the effect of a vote against these proposals. In contrast, shares underlying broker non-votes will not be counted as present and entitled to vote and will have no effect on the vote on Proposals 2 and 3.
Although the advisory vote on the compensation of Named Executive Officers 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.
With respect to Proposal 4, shareholders may vote for any one of three frequency options, or abstain. The frequency option that receives the most votes of all the votes cast in person or by proxy at the Annual Meeting is the one that will be deemed approved by the shareholders. Neither abstentions nor broker non-votes will impact the outcome of this proposal.
Although the advisory vote on the frequency of the vote on the compensation of our Named Executive Officers 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 the frequency of the say on pay vote.
A proxy may be revoked at any time before it is voted by filing a written revocation of the proxy with the Company's Secretary at 300 Cadman Plaza West, 8th Floor, Brooklyn, New York 11201 or by submitting a duly executed proxy bearing a later date. A proxy also may be revoked by attending and voting at the Annual Meeting, but only if a written revocation is filed with the Corporate Secretary prior to the voting of such proxy.
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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 the Bank by telephone or other forms of communication. The Company will also request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send proxy materials to, and obtain proxies from, such beneficial owners, and will reimburse such holders for reasonable expenses incurred in connection therewith. In addition, the Company has retained Broadridge Financial Solutions, Inc. to assist in the solicitation of proxies. The cost of such solicitation will be paid by the Company.
Interests of Directors and Management in Certain Proposals
Shareholders will be asked to cast a non-binding advisory vote on Proposal No. 3 regarding compensation to the Company's Named Executive Officers, and the results of such advisory 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 No. 3.
Director Attendance at Annual Meetings
The Company considers Board attendance at shareholder meetings a priority. It is the policy of the Company that Directors exercise their best efforts to attend every meeting. All eleven of the Company’sthen-serving Company Directors during the year ended December 31, 2015 attended the annual meeting of shareholders held in 2016.
SECURITYon May 24, 2018.SECUIRTY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders of the Company
The following table sets forth certain information as to persons known to the Company to be the beneficial owner of in excess of 5% of the shares of Common Stock as of March 29, 2017.26, 2019. Management knows of no person, except as listed below, who beneficially owned more than 5% of the Common Stock as of March 29, 2017.26, 2019. Except for the column titled "Percent“Percent of Class,"” and as otherwise indicated, the information provided in the table was obtained from filings with the Securities and Exchange Commission (the "SEC"“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”). Addresses provided are those listed in the filings as the address of the person authorized to receive notices and communications. For purposes of the table below and the table set forth under "Security“Security Ownership of Management,"” in accordance with Rule 13d‑313d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of Common Stock: (1) over which he or she has or shares, directly or indirectly, voting or investment power, and (2) of which he or she has the right to acquire beneficial ownership at any time within 60 days after March 29, 2017.26, 2019. As used herein, "voting power"“voting power” includes the power to vote, or direct the voting of, Common Stock and "investment power"“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.
Title of Class | Name and Address of
Beneficial Owner | Amount and Nature of
Beneficial Ownership | Percent
of Class |
Common Stock | Blackrock, Inc.
55 East 52nd Street
New York, NY 10055 | | 4,857,508 | (1) | | 13.5 | % |
Common Stock | The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355 | | 3,328,078 | (2) | | 9.3 | % |
Common Stock | Dimensional Fund Advisors LP
6300 Bee Cave Road
Austin, TX 78746 | | 3,143,716 | (3) | | 8.8 | % |
Common Stock | The Dime Community Bank KSOP (the “KSOP”)
300 Cadman Plaza West, 8th Floor
Brooklyn, NY 11201 | | 2,206,203 | (4) | | 6.2 | % |
Title of Class
| | Name and Address of Beneficial Owner
| | Amount and
Nature of
Beneficial
Ownership
| | Percent
of Class
|
Common Stock | | The Employee Stock Ownership Plan Trust of Dime Community
Bancshares, Inc. and Certain Affiliates (the "ESOP Trust")
300 Cadman Plaza West, 8th Floor
Brooklyn, NY 11201
| | 2,601,107(1)
| | 6.9% |
Common Stock | | Compensation and Human Resources Committee of Dime Community Bancshares, Inc.
(includes the 2,601,107 ESOP Trust shares reflected above)
300 Cadman Plaza West, 8th Floor
Brooklyn, NY 11201
| | 3,424,700(2)
| | 9.1% |
Common Stock | | Blackrock, Inc.
40 East 52nd Street
New York, NY 10022
| | 3,891,975(3)
| | 10.4% |
Common Stock | | The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
| | 2,938,936(4)
| | 7.8% |
Common Stock | | Dimensional Fund Advisors LP
6300 Bee Cave Road
Austin, TX 78746
| | 2,412,079(5)
| | 6.4% |
(Notes to the table located on the following page)
(1) | The ESOP is administered by the Compensation and Human Resources Committee of the Company's Board of Directors (the "Compensation and HR Committee"). The ESOP's assets are held in the ESOP Trust, for which Pentegra Trust Company serves as trustee (the "ESOP Trustee"). The ESOP Trust purchased shares of Common Stock on behalf of the ESOP with funds borrowed from the Company. The shares of Common Stock were held in a loan suspense account for release and allocation to participants’ accounts as the ESOP loan was repaid. During the year ended December 31, 2016, the ESOP paid off the outstanding loan balance using 140,260 unallocated shares of Common Stock held in the loan suspense account. The 563,127 shares of Common Stock remaining in the ESOP Trust after the loan was repaid were allocated to active ESOP participants. As of March 29, 2017, all of the 2,601,107 shares held by the ESOP Trust were allocated. The terms of the ESOP provide that, subject to the ESOP Trustee's fiduciary responsibilities under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the ESOP Trustee will vote, tender or exchange shares of Common Stock held in the ESOP Trust in accordance with instructions received from the participants. The ESOP Trustee will vote allocated shares as to which no instructions are received in the same proportion as allocated shares with respect to which the ESOP Trustee receives instructions are voted, subject to fiduciary duties of the ESOP Trustee. With respect to allocated shares as to which no instructions are received, the ESOP Trustee will be deemed to have received instructions not to tender or exchange such shares. Each member of the Compensation and HR Committee disclaims beneficial ownership of such shares. See footnote 2 for a discussion of the voting and investment powers of the Compensation and HR Committee. |
(2) | The Compensation and HR Committee serves certain administrative functions for the ESOP and Dime Community Bank 401(k) Plan [the "401(k) Plan"]. In addition, the Compensation and HR Committee serves as trustee for 246,732 unvested stock awards granted to certain officers of the Company or Bank under either the Dime Community Bancshares, Inc. 2004 Stock Incentive Plan (the “2004 Stock Incentive Plan”) or the Dime Community Bancshares, Inc. 2013 Equity and Incentive Plan (the “2013 Equity and Incentive Plan”) over which the Compensation and HR Committee has sole voting power. Shares indicated in the table as beneficially owned by the Compensation and HR Committee include all shares indicated in the table as beneficially owned by the ESOP Trust and 576,861 shares of Common Stock in the 401(k) Plan. The Compensation and HR Committee has the authority to direct the ESOP Trustee with respect to the investment of the ESOP's assets (including the acquisition or disposition of allocated shares) in the absence of a tender offer, but has no voting power with respect to any shares. With respect to the ESOP, ERISA, in limited circumstances, may confer upon the ESOP Trustee the power and duty to control the voting and tendering of Common Stock allocated to the accounts of participating employees and beneficiaries who fail to exercise their voting and/or tender rights. Each member of the Compensation and HR Committee disclaims beneficial ownership of such shares. |
(3) | Blackrock, Inc. ("Blackrock"(“Blackrock”) filed a Schedule 13G13G/A on January 12, 2017.28, 2019. The shares are held in various trust accounts for the economic benefit of former Barclay Private Bank and Trust Limited's customers who are the beneficiaries of those accounts. The Schedule 13G13G/A states that Blackrock has sole voting power over 3,819,712to vote or to direct the vote of 4,784,931 shares and dispositive powers over 3,891,975 sharessole power to dispose or to direct the disposition of Common Stock.4,857,508 shares. |
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(4) | (2) | The Vanguard Group filed a Schedule 13G/A on February 10, 2017.11, 2019. The shares are primarily held in various trust accounts for the economic benefit of customers who are the beneficiaries of those accounts. The Schedule 13G/A states that the Vanguard Group has sole voting power over 39,318 of the32,940 shares and shared voting power over 2,300 shares, and sole dispositive power over up to 2,899,3243,297,188 shares and shared dispositive powerspower over up to 39,61230,890 shares. |
(5) | (3) | Dimensional Fund Advisors LP filed a Schedule 13G13G/A on February 9, 2017.8, 2019. Dimensional Fund Advisors LP is a registered investment company, and serves as an investment manager or sub-advisor to certain other registered investment companies, comingled funds, group trusts and separate accounts, and could possess voting and/or investment powers over the Common Stock. The Schedule 13G13G/A states that Dimensional Fund Advisors LP has sole voting power over up to 2,287,178vote or to direct the vote of 2,990,247 shares and sole dispositive power over up to 2,412,079dispose or to direct the disposition of 3,143,716 shares. |
| (4) | The KSOP is a defined contribution retirement plan under ERISA. Principal Trust Company serves as trustee (the “KSOP Trustee”). The KSOP Trustee votes all shares of Common Stock which are allocated to Participant accounts in accordance with the voting instructions obtained from each Participant. Shares of Common Stock for which no voting instructions have been provided will be voted proportionately in accordance with instructions obtained from KSOP participants. |
Security Ownership of Management
The following table sets forth information as of the Record Date with respect to the shares of Common Stock beneficially owned by each of the Company's Directors and the principal executive officer, principal financial officer and three most highly compensated executive officers (other than the principal executive and principal financial officers)officer) of the Company or Bank (the "Named“Named Executive Officers"Officers” or “NEOs”) other than Daniel J. Harris who resigned from the Company effective January 6, 2017, and all of the Company's Directors and executive officers as a group. Except as otherwise indicated, each person and each group shown in the table has sole voting and investment power with respect to the shares of Common Stock indicated.
The Company's Anti HedgingAnti-Hedging and Pledging and Insider Trading Policies prohibit Directors and senior officers from pledging Common Stock as collateral for any loan.
Title of Class | Name of Beneficial Owner | Position | Amount and
Nature
of Beneficial
Ownership(1)(2) | Percent of
Class
Outstanding | Vested Stock
Options
Included in
Beneficial
Ownership
Total(3) |
Common | Vincent F. Palagiano | Director, Chairman of the Board | | 899,759 | (4) | | 2.5 | % | | — | |
Common | Michael P. Devine | Director, Vice Chairman of the Board | | 666,479 | | | 1.9 | | | 19,074 | |
Common | Kenneth J. Mahon | Director, President and Chief
Executive Officer (“CEO”) | | 397,647 | (5) | | 1.1 | | | 11,532 | |
Common | Rosemarie Chen | Director | | 1,022 | | | | * | | — | |
Common | Steven D. Cohn | Director | | 72,327 | (6) | | | * | | — | |
Common | Patrick E. Curtin | Director | | 87,470 | (7) | | | * | | — | |
Common | Robert C. Golden | Director | | 42,084 | (8) | | | * | | 2,444 | |
Common | Barbara G. Koster | Director(12) | | — | | | | * | | — | |
Common | Kathleen M. Nelson | Director | | 26,879 | (9) | | | * | | 2,444 | |
Common | Joseph J. Perry | Director | | 67,905 | (10) | | | * | | 8,333 | |
Common | Kevin Stein | Director | | 6,220 | | | | * | | — | |
Common | Omer S. J. Williams | Director | | 57,754 | | | | * | | 17,202 | |
Common | Stuart H. Lubow | Senior Executive Vice President and Chief Banking Officer | | 19,190 | | | | * | | — | |
Common | Robert S. Volino | Senior Executive Vice President and Chief Operating Officer | | 73,538 | | | | * | | — | |
Common | Conrad J. Gunther | Executive Vice President and Chief Lending Officer | | 6,527 | (11) | | | * | | — | |
Common | James L. Rizzo | Senior Vice President and Comptroller (Principal Financial Officer) | | 27,700 | | | | * | | — | |
All Directors and executive officers as a group (22 persons)(13) | | 2,454,729 | | | 7.8 | % | | 61,029 | |
Title of Class | | Name of Beneficial Owner | | Position | | Amount and Nature of Beneficial Ownership (1)(2)(3) | | | | Percent of Class Outstanding | | | Vested Stock Options Included in Beneficial Ownership Total | | | Other Non- Beneficial Ownership (4) |
| Common | | Vincent F. Palagiano | | Director, Chairman of the Board(16) | | | 766,803 | | (5) | | | 2.0 | % | | | 112 | | | | 354,760 |
| Common | | Michael P. Devine | | Director, Vice Chairman of the Board | | | 670,986 | | (6) | | | 1.8 | | | | 37,209 | | | | 14,938 |
| Common | | Kenneth J. Mahon | | Director, President and Chief Executive Officer (“CEO”)(17) | | | 397,422 | | (7) | | | 1.1 | | | | 24,459 | | | | 180,255 |
| Common | | Anthony Bergamo | | Director | | | 164,078 | | (8) | | | * | | | | 11,812 | | | | — |
| Common | | Steven D. Cohn | | Director | | | 82,327 | | (9) | | | * | | | | 10,000 | | | | — |
| Common | | Patrick E. Curtin | | Director | | | 87,046 | | (10) | | | * | | | | — | | | | — |
| Common | | Robert C. Golden | | Director | | | 29,793 | | (11) | | | * | | | | 2,444 | | | | — |
| Common | | Kathleen M. Nelson | | Director | | | 20,548 | | (12) | | | * | | | | 2,444 | | | | — |
| Common | | Joseph J. Perry | | Director | | | 70,529 | | (13) | | | * | | | | 23,177 | | | | — |
| Common | | Omer S. J. Williams | | Director | | | 59,422 | | | | | * | | | | 27,202 | | | | — |
| Common | | Michael Pucella | | Executive Vice President ("EVP") and Chief Accounting Officer (“CAO”)(Principal Financial Officer) | | | 97,510 | | (14) | | | * | | | | — | | | | 64,592 |
| Common | | Timothy B. King | | EVP and Chief Risk Officer (“CRIO”) | | | 196,669 | | (15) | | | * | | | | — | | | | 65,113 |
| All Directors and executive officers as a group (19 persons) | | | 3,526,719 | | | | | 7.3 | % | | | 138,859 | | | | 769,129 |
* Less than one percent
| (1)* | Less than one percent |
| (1) | See "“Security Ownership of Certain Beneficial Owners and Management – Principal Shareholders of the Company"” for a definition of "beneficial“beneficial ownership."” |
| (2) | The figures shown include ESOP shares held in trust that have been allocated to individual accounts as follows: Mr. Palagiano, 68,602 shares; Mr. Mahon, 84,770 shares; Mr. Pucella, 76,356 shares; Mr. King, 85,789 shares, and all executive officers as a group, 354,002 shares [the non-employee Directors (the “Outside Directors”) do not participate in the ESOP]. Such persons have voting power (subject to the legal duties of the ESOP Trustee) but no investment power, except in limited circumstances, as to such shares. The figure shown for all Directors and executive officers as a group includes 594,181136,662 shares held in trust for the Benefit Maintenance Plan of Dime Community Bancshares, Inc. (the "BMP Trust"“BMP Trust”) for the benefit of the NEOs and other officers under the Benefit Maintenance Plan of Dime Community Bancshares, Inc. (the "BMP"“BMP”). The BMP Trust, as directed by the Company, exercises voting and investment power over these shares (See "“Compensation Discussion and Analysis – Deferred Compensation and Retirement Benefits – BMP"“).
|
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| (3) | The figures shown includeAll vested stock options are exercisable.
|
| (4) | Includes 899,759 shares held pursuantas to the 401(k) Plan that were allocatedwhich Mr. Palagiano may be deemed to share voting and investment power. |
| (5) | Includes 140,941 shares as of the Record Date to individual accounts as follows:which Mr. Mahon 152,341may be deemed to share voting and investment power. |
| (6) | Includes 72,327 shares as to which Mr. Cohn may be deemed to share voting and all executive officersinvestment power. |
| (7) | Includes 87,040 shares as to which Mr. Curtin may be deemed to share voting and investment power. |
| (8) | Includes 39,640 shares as to which Mr. Golden may be deemed to share voting and investment power. |
| (9) | Includes 24,435 shares as to which Ms. Nelson may be deemed to share voting and investment power. |
| (10) | Includes 59,572 shares as to which Mr. Perry may be deemed to share voting and investment power. |
| (11) | Includes 6,527 shares as to which Mr. Gunther may be deemed to share voting and investment power. |
| (12) | Ms. Koster was elected as a group, 187,791 shares. Outside Directors do not participate in the 401(k) Plan. Such persons have sole voting power and sole investment power as to such shares [See "Compensation Discussion and Analysis – Deferred Compensation and Retirement Benefits – 401(k) Plan"].Director effective September 27, 2018. |
| (4)(13) | OtherAmount includes other non-beneficial ownership amounts which represent shares that are held in trust for the benefit of the respective NEOscertain executive officers under the BMP and in the name of the Compensation and HR Committee for unvested performance-based stock awards and time-vested restricted stock awards. The NEOsawards held in the name of the Compensation and Human Resource Committee (“Compensation and HR Committee”) for eligible Directors and executive officers who have investment risk, but neither voting nor investment power with respect to these shares. However, since the Company maintains full voting and dispositive powers over the BMP shares, and the Compensation and HR Committee maintains full voting power over the unvested stock awards and unallocated performance share awards, they are included in the 3,526,7192,454,729 total beneficial ownership amount for the full Directors and executive officers group.amount. |
| (5) | Includes 698,089 shares as to which Mr. Palagiano may be deemed to share voting and investment power. |
| (6) | Includes 633,777 shares as to which Mr. Devine may be deemed to share voting and investment power. |
| (7) | Includes 135,852 shares as to which Mr. Mahon may be deemed to share voting and investment power. |
| (8) | Includes 152,266 shares as to which Mr. Bergamo may be deemed to share voting and investment power. |
| (9) | Includes 72,327 shares as to which Mr. Cohn may be deemed to share voting and investment power. |
| (10) | Includes 87,046 shares as to which Mr. Curtin may be deemed to share voting and investment power. |
| (11) | Includes 27,349 shares as to which Mr. Golden may be deemed to share voting and investment power. |
| (12) | Includes 18,104 shares as to which Ms. Nelson may be deemed to share voting and investment power. |
| (13) | Includes 47,352 shares as to which Mr. Perry may be deemed to share voting and investment power. |
| (14) | Includes 21,154 shares as to which Mr. Pucella may be deemed to share voting and investment power. |
| (15) | Includes 110,880 shares as to which Mr. King may be deemed to share voting and investment power. |
| (16) | Prior to January 1, 2017, Mr. Palagiano was a Director, Chairman of the Board and CEO. He retired as CEO effective December 31, 2016. |
| (17) | Prior to January 1, 2017, Mr. Mahon was a Director, President and Chief Operating Officer (“COO”). He was promoted to CEO effective January 1, 2017. |
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ELECTION OF DIRECTORS
The Company's Certificate of Incorporation and Bylaws provide for the election of Directors by the shareholders. For this purpose, the Company's Board of Directors isCompany currently has twelve directors, divided into three classes, with each class to be as nearly equal in number as possible. The terms of office of the members of one class expire, and a successor class is to be elected, at each annual meeting of shareholders. The Company currently has ten Directors.
The Company hadIn September 2018, the size of the Board was increased from eleven
Directors during 2016. Mr. Clark retired effective December 31, 2016. Kennethto twelve directors and Barbara G. Koster was appointed as a new Director.Vincent F. Palagiano, Patrick E. Curtin, Kathleen M. Nelson and Omer S. J. Mahon, Steven D. Cohn, and Robert C. Golden,Williams, whose terms expire at the Annual Meeting, have been nominated by the Board on the recommendation of the Corporate Governance and Nominating Committee of the Board of Directors to be re-elected at the Annual Meeting for a term expiring at the annual meeting to be held in 2020,2022, or when their successors are otherwise duly elected and qualified.
Each nominee has consented to being named in this Proxy Statement and to serve, if elected. In the event that any nominee for election as a Director at the Annual Meeting is unable or declines to serve, which the Board of Directors has no reason to expect, the persons named in the proxy card will vote with respect to a substitute nominee designated by the Nominating Committee of the Board of Directors, unless the shareholder has elected to "withhold authority"“withhold authority” with respect to all nominees.
Information as to Nominees and Continuing Directors
In March 2017,February 2019, the Board determined that all of its current Directors with the exception of Messrs. Palagiano,Curtin, Devine, Mahon, and CurtinPalagiano were independent pursuant to its Policy Regarding Director Independence (the “Director Independence Policy”) and National Associationthe listing rules of Securities Dealers, Inc. Rule 5605(a)(2) ["Rule 5605(a)(2)"].the Nasdaq Stock Market. Mr. Mahon wasis not independent because he wasis an executive officer of the Company, Messrs. Devine and Palagiano and Devine wereare not independent because they were officers ofeach received compensation other than Board fees from the Company within the past fivethree years, and Mr. Curtin was deemedis not independent because he was, until recently,has a family member who is a member of a law firm that received payments from third parties for providing various legal services to the Company or its subsidiaries. See, "Transactions with Certain Related Persons."
The Director Independence Policy is available on the Company's website a
t www.dime.com by clicking "Investor Relations," then in the “Investor Menu” select the drop down arrow next to "Corporate Overview,”Corporate Governance and then select "Governance Documents".
The Nominating Committee (“Corporate Governance Committee”) is responsible for identifying and selecting nominees for election by the Company’s shareholders. The Corporate Governance and Nominating Committee is authorized to retain search firm(s) to assist in the identification of candidates. The Corporate Governance and Nominating 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 NominatingCorporate Governance Committee has“has adopted general criteria for nomination to the Board which establish the minimum qualifications and experience to be examined in determining candidates for election. Pursuant to the general criteria, Directors should possess personal and professional ethics, integrity and values; be committed to representing the long-term interests of the Company’s shareholders and other constituencies; possess the ability to (a) exercise sound business judgment, (b) work with others as an effective group, and (c) commit adequate time to their responsibilities; be independent as defined in applicable law, the Director Independence Policy and the Company's Code of Business Ethics and be able to impartially represent the interests of the Company’s shareholders and other constituencies; possess experience and expertise relevant to the business of the Company; and possess such other knowledge, experience or skills as required or which may be useful considering the composition of the Board, the operating requirements of the Company and the long-term interests of the shareholders. The nomination guidelines promote Board diversity to respond to business needs and shareholder interests.
The following table sets forth certain information as of March 26, 2019 with respect to each nominee for election as a Director and each Director whose term does not expire at the Annual Meeting ("(“Continuing Director"Director”). There are no arrangements or understandings between the Company and any Director or nominee pursuant to which such person was selected as a Director or nominee. For information with respect to security ownership by Directors, see "Security“Security Ownership of Certain Beneficial Owners and Management – Security Ownership of Management."”
| | | Age(1) | | Director Since(2) | | Term Expires | | Position(s) Held with the Company and the Bank |
Nominees | | | | | | | | |
| Kenneth J. Mahon | | 66 | | 2002 | | 2017 | | Director, President and CEO(3) |
| Steven D. Cohn | | 68 | | 1994 | | 2017 | | Director |
| Robert C. Golden | | 70 | | 2011 | | 2017 | | Director |
Continuing Directors | | | | | | | | |
| Vincent F. Palagiano | | 76 | | 1978 | | 2019 | | Director, Chairman of the Board (3) |
| Michael P. Devine | | 70 | | 1980 | | 2018 | | Director, Vice Chairman of the Board |
| Anthony Bergamo | | 70 | | 1986 | | 2018 | | Director |
| Joseph J. Perry | | 50 | | 2005 | | 2018 | | Director |
| Patrick E. Curtin | | 71 | | 1986 | | 2019 | | Director |
| Kathleen M. Nelson | | 71 | | 2011 | | 2019 | | Director |
| Omer S. J. Williams | | 76 | | 2006 | | 2019 | | Director |
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NOMINEES FOR ELECTION AS DIRECTORS:
Patrick E. Curtin | | | |
Age: 73
Director Since*: 1986
Term Expires: 2022
Committees:
Risk | Experience:
Prior to his retirement on December 31, 2015, Mr. Curtin served as a senior member in the law firm of Conway Farrell Curtin & Kelly, P.C. in New York, New York, and represented banks in loan closings, litigation and various other matters for over 36 years.
Qualifications:
Mr. Curtin’s legal knowledge, especially with respect to lending and banking matters, make him qualified to serve on the Board. |
Kathleen M. Nelson | |
Age: 73
Director Since: 2011
Term Expires: 2022
Committees:
Compensation and Human Resources
Corporate Governance and Nominating
Executive
Risk | Experience:
Ms. Nelson was elected Lead Director of the Boards of Directors of the Company and the Bank in January 2017. Ms. Nelson is an investment advisor to Bay Hollow Associates, a commercial real estate advisory firm that she co-founded in 2009, as well as a commercial real estate investment consultant to KMN Associates, LLC, a commercial real estate consulting firm she founded that provides consulting services to mixed-use and commercial retail real estate developers and owners. Ms. Nelson served in the mortgage and real estate division of TIAA-CREF from 1968 through 2004, retiring as the Managing Director and Group leader of the division. Ms. Nelson currently serves on the Board of Directors and Executive and Nominating & Corporate Governance (Chair) Committees of CBL & Associates Properties, Inc., a publicly traded Real Estate Investment Trust focused on shopping center properties, as well as on the Board of Directors and Audit, Compensation and Nominating and Corporate Governance (Chair) Committees of Apartment Investment and Management Co., a publicly traded owner and manager of rental apartments. Ms. Nelson is a member of the advisory boards of Castagna Realty Company, the Beverly Willis Architecture Foundation, the Anglo American Real Property Institute, and an unaffiliated Board member of the JP Morgan U.S. Real Estate Income and Growth Fund.
Qualifications:
Ms. Nelson’s extensive knowledge of local real estate markets and real estate financing make her qualified to be a Director. |
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Vincent F. Palagiano | |
Age: 78
Director Since*: 1978
Term Expires: 2022
Committees:
Executive (Chair) | Experience:
Mr. Palagianohas served as Chairman of the Board of the Company since its formation in 1995 and of the Bank since 1989. He served as CEO of both the Company and the Bank from January 1, 1989 to his retirement on December 31, 2016. Prior to Mr. Palagiano’s appointment as CEO, he served as President of both the Company and the Bank. Mr. Palagiano joined the Bank in 1970. In addition, Mr. Palagiano served on the Board of Directors of the Federal Home Loan Bank of New York from 2012 to 2016.
Qualifications:
Mr. Palagiano’s knowledge of the Company, the Company’s markets and the community bank industry, obtained from his lifelong career in the industry, make him qualified to serve on the Board. |
Omer S. J. Williams | |
Age: 78
Director Since: 2006
Term Expires: 2022
Committees:
Compensation and Human Resources
Corporate Governance and Nominating (Chair)
Executive | Experience:
Mr. Williams is an attorney, and was formerly Senior Counsel to the law firm of Alston & Bird LLP. He was previously Counsel to Denton’s (US) LLP and prior to that a partner at Thacher Proffitt & Wood LLP (“Thacher”), where he served as both Chairman of the firm's Executive Committee and Managing Partner of the firm from 1991 to 2003. Thacher's partners determined to dissolve the firm as of December 31, 2008, and Mr. Williams served as Chairman of Thacher's dissolution committee until dissolution was completed in 2012.
Qualifications:
Mr. Williams’ more than 50 years of experience in banking, corporate and financial institution law, including corporate structure, securities and mortgage finance issues make him qualified to serve on the Board. |
| (2)* | Includes service as a Director or Trustee with the Bank prior to the Company's incorporation on December 12, 1995. |
| (3) | Prior to January 1, 2017, Mr. Palagiano served as Chairman of the Board and CEO, and Mr. Mahon served as President and COO. |
The principal occupation, business experience and current public company directorships, as well as public company directorships held at any time during the past five years, of each of the nominees and Continuing Directors is listed below. The information is as of March 29, 2017, and includes affiliations with the Bank and its principal operating subsidiaries.
Nominees for Election as Director
Kenneth J. Mahon joined the Bank in 1980, where he has been a director of the Bank since 1998, and a director of the Company since 2002. Mr. Mahon served as the Bank’s Senior Vice President and Comptroller, prior to being elevated to Executive Vice President and Chief Financial Officer of the Company and Bank in 1997. Beginning in February 2014, Mr. Mahon served as Senior Executive Vice President and COO, before being elevated to President in January 2016. He was appointed President and CEO of both the Company and the Bank effective January 1, 2017. Mr. Mahon was elected to serve on the board of the Federal Home Loan Bank of New York beginning January 1, 2017. He also serves as a board member of Brooklyn Legal Services Corporation A, a nonprofit which provides legal services for low income families in Brooklyn, and of Southside United /Los Sures, a not-for-profit organization dedicated to maintaining and improving housing in the Williamsburg community for those of low and moderate income. Mr. Mahon is a member of the Financial Managers Society, the National Investor Relations Institute and the National Association of Corporate Directors. Prior to joining the bank in 1980, Mr. Mahon served in the financial area at two New York metropolitan area savings banks. He is a graduate of Saint Peter’s University, has an M.B.A. in finance from Rutgers University, and is a graduate of the National School of Savings Banking, Fairfield University. This experience and these qualifications led the Board to conclude that Mr. Mahon should serve as a Director of the Company.
Steven D. Cohn has served as a Director of the Company since its formation in 1995 and as a Trustee or Director of the Bank since 1994. Mr. Cohn is the managing partner in the law firm of Goldberg and Cohn LLP, in Brooklyn Heights, New York, and is both a past President of the Brooklyn Bar Association and a delegate to the New York State Bar Association. Mr. Cohn is also an adjunct professor at the Fashion Institute of Technology, teaching classes in business law and marketing research. This experience and these qualifications led the Board to conclude that Mr. Cohn should serve as a Director of the Company.
Robert C. Golden was elected to the Boards of Directors of both the Company and the Bank in March 2011. Prior to retirement, Mr. Golden served as a Manager at Mutual of America Capital Management Corp., a money management firm. From 1997 to 2010, Mr. Golden served as EVP of Corporate Operations and Systems at Prudential Financial, Inc. (previously Prudential Insurance Company of America), where he managed operations, technology infrastructure and communications and administrative services for all of Prudential Financial, Inc.'s subsidiaries. From 1976 through 1997, Mr. Golden served in several capacities at Prudential Securities, Inc., formerly a wholly-owned subsidiary of Prudential Insurance Company of America until majority ownership was sold in 2003, ending his tenure at Prudential Securities as Chief Administrative Officer in charge of operations, technology, systems infrastructure, communications, human resources, administrative services and real estate. Prior to retirement, Mr. Golden was a licensed member of the Financial Industry Regulatory Authority as a General Securities Representative, including the specialties of Financial and Operations Principal and Uniform Securities Agent State Law Examination. This experience and these qualifications led the Board to conclude that Mr. Golden should serve as a Director of the Company.
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"“FOR” THE NOMINEES FOR ELECTION AS DIRECTORS.DIRECTORS: |
|
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CONTINUING DIRECTORS:
Steven D. Cohn | | | |
Age: 70
Director Since*: 1994
Term Expires: 2020
Committees:
Audit
Corporate Governance and Nominating | Experience:
Mr. Cohnhas served as a Director of the Company since its formation in 1995 and as a Trustee or Director of the Bank since 1994. Mr. Cohn is the managing partner in the law firm of Goldberg and Cohn LLP, in Brooklyn Heights, New York, and is a past President of the Brooklyn Bar Association and a delegate to the New York State Bar Association. Mr. Cohn is an adjunct professor at the Fashion Institute of Technology, teaching classes in business law and marketing research. Mr. Cohn serves on the Advisory Board of the North Brooklyn Development Group and is a member of the Jewish Community Relations Council of New York City.
Qualifications:
Mr. Cohn’s experience as an attorney and his knowledge and involvement in the Company’s market area make him qualified to serve on the Board. |
Robert C. Golden | |
Age: 72
Director Since: 2011
Term Expires: 2020
Committees:
Audit (Chair)
Corporate Governance and Nominating
Technology | Experience:
Prior to retirement, Mr. Golden served as EVP of Corporate Operations and Systems at Prudential Financial, Inc. (previously Prudential Insurance Company of America) from 1997 to 2010, where he managed operations, technology infrastructure and communications and administrative services for all of Prudential Financial, Inc.'s subsidiaries. From 1976 through 1997, Mr. Golden served in several capacities at Prudential Securities, Inc., formerly a wholly-owned subsidiary of Prudential Insurance Company of America until majority ownership was sold in 2003, ending his tenure at Prudential Securities as Chief Administrative Officer in charge of operations, technology, systems infrastructure, communications, human resources, administrative services and real estate. Prior to retirement, Mr. Golden was a licensed member of the Financial Industry Regulatory Authority as a General Securities Representative, including the specialties of Financial and Operations Principal and Uniform Securities Agent State Law Examination. Mr. Golden currently serves as a Manager at Mutual of America Capital Management Corp., a money management firm.
Qualifications:
Mr. Golden’s technology and operations experience with a large financial services organization make him qualified to serve on the Board. |
Continuing Directors
Vincent F. Palagiano has served as Chairman of the Board of the Company since its formation in 1995 and of the Bank since 1989. He has served as a Trustee or Director of the Bank since 1978. He served as CEO of both the Company and the Bank from January 1, 1989 to his retirement on December 31, 2016. Prior to Mr. Palagiano’s appointment as CEO, he served as President of both the Company and the Bank. Mr. Palagiano joined the Bank in 1970 as an appraiser, and has served as Executive Vice President, Chief Operating Officer and Chief Lending Officer of the Bank. In addition, Mr. Palagiano has served on the Boards of Directors of the Federal Home Loan Bank of New York from 2012 to 2016, the Institutional Investors Capital Appreciation Fund from 1996 to 2006, and The Community Bankers Association of New York from 2001 to 2005. Prior to 1970, Mr. Palagiano served in the real estate and mortgage departments at other financial institutions and title companies. This experience and these qualifications led the Board to conclude that Mr. Palagiano should serve as a Director of the Company.9
Michael P. Devine has served as a Director of the Company since its formation in 1995 and as a Trustee or Director of the Bank since 1980. Mr. Devine has served as Vice Chairman of the Boards of both the Company and Bank since February 2014. He served as President of both the Company and Bank from January 1, 1997 to his retirement on December 31, 2015. Mr. Devine also served as COO of the Company from its inception in 1995 to February 2014, and of the Bank from 1989 to February 2014. Prior to Mr. Devine’s appointment as President, he served as EVP and Secretary of both the Company and the Bank. Mr. Devine joined the Bank in 1971 and has served as the Internal Auditor, Comptroller and Investment Officer. Prior to 1971, Mr. Devine served as a Senior Accountant with the firm of Peat Marwick Mitchell & Co. From August 2001 through September 12, 2008, Mr. Devine served on the Board of Directors of Retirement Systems Group, Inc. From September 2007 through December 2014, Mr. Devine served as Chairman of the Audit Committee and a member of the Board of Trustees of Long Island University. Since March 2009, Mr. Devine has served as a director of Pentegra Retirement Trust. This experience and these qualifications led the Board to conclude that Mr. Devine should serve as a Director of the Company.TABLE OF CONTENTS
Barbara G. Koster | |
Age: 65
Director Since: 2018
Term Expires: 2020
Committees:
Technology (Chair) | Experience:
Ms. Koster is Senior Vice President, Global Chief Information Officer of Prudential Financial, responsible for information technology and cyber security at Prudential locations worldwide. She is a Trustee of St. Francis College in Brooklyn, New York and Liberty Science Center in Jersey City, New Jersey. Ms. Koster maintains affiliations with several non-profit organizations, including Junior Achievement and Research Board (International Think Tank).
Qualifications:
Ms. Koster’s technology expertise, particularly within the financial services industry, make her qualified to serve on the Board. |
Kenneth J. Mahon | |
Age: 68
Director Since: 1998
Term Expires: 2020
Committees:
Executive | Experience:
Mr. Mahonwas appointed President and CEO of both the Company and the Bank effective January 1, 2017. He joined the Bank in 1980, where he has been a director of the Bank since 1998, and a director of the Company since 2002. Mr. Mahon served as the Bank’s Senior Vice President and Comptroller, prior to being elevated to Executive Vice President and Chief Financial Officer of the Company and Bank in 1997. He has also served as Senior Executive Vice President and COO from February 2014 to January 2016, before being elevated to President. Mr. Mahon was elected to serve on the board of the Federal Home Loan Bank of New York beginning January 1, 2017. He also serves as a board member of Brooklyn Legal Services Corporation A, a non-profit which provides legal services for low income families in Brooklyn. Mr. Mahon is a member of the Financial Managers Society, the National Investor Relations Institute and the National Association of Corporate Directors.
Qualifications:
Mr. Mahon’s knowledge of the Company and the industry, obtained from his lifelong career in the industry, make him qualified to serve on the Board. |
Rosemarie Chen | |
Age: 52
Director Since: 2017
Term Expires: 2021
Committees:
Compensation and Human Resources (Chair)
Risk
Technology | Experience:
Ms. Chen is currently a Human Capital and Financial Services Leader at Willis Towers Watson, a global advisory, broking, and solutions company where she advises companies on strategic human capital issues along with leading initiatives relating to fintech since 2016. Prior to joining Willis Towers Watson, Ms. Chen was a Senior Manager with Deloitte Consulting from 2013 through 2016, and Head of U.S. Infrastructure Services and Support at McLagan Partners (Aon Hewitt) from 2003 through 2013.
Qualifications:
Ms. Chen’s more than 20 years of experience in finance, technology, and human capital management make her qualified to serve as a Director. |
Anthony Bergamo has served as a Director of the Company since its formation in 1995 and as a Trustee or Director of the Bank since 1986. Mr. Bergamo is an attorney licensed in New York and New Jersey. His public company Directorships are: Director, Audit Committee Chair and Compensation and HR Committee member of Steel Partners LLP; and Audit Committee Chair, Compensation and HR Committee member and Director of Moduslink Global Solutions Inc. Mr. Bergamo is additionally the Vice Chairman of MB Real Estate, and CEO of Niagara Falls Redevelopment LLC. Until February 2016, Mr. Bergamo served as a Director and Audit Committee Chair of the State of New York Mortgage Agency, and a member of the First Department of the New York State Judicial Screening Committee. This experience and these qualifications led the Board to conclude that Mr. Bergamo should serve as a Director of the Company.Joseph J. Perry has served as a Director of both the Company and Bank since September 2005. From January 2004 through August 2005, Mr. Perry served as a Director of Havemeyer Equities, Inc., a previously wholly-owned subsidiary of the Bank. He 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 Firm-Wide Partner-in-Charge of Tax Services 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. This experience and these qualifications led the Board to conclude that Mr. Perry should serve as a Director of the Company.
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Michael P. Devine | |
Age: 72
Director Since*: 1980
Term Expires: 2021
Committees:
Executive | Experience:
Mr. Devine has served as a Director of the Company since its formation in 1995 and as a Trustee or Director of the Bank since 1980. Mr. Devine has served as Vice Chairman of the Boards of both the Company and Bank since February 2014. He served as President of the Company and Bank from January 1, 1997 to his retirement on December 31, 2015. Mr. Devine also served as COO of the Company from its inception in 1995 to February 2014, and of the Bank from 1989 to February 2014. Prior to joining the Bank in 1971, Mr. Devine served as a Senior Accountant with the firm of Peat Marwick Mitchell & Co. From September 2012 through December 2014, Mr. Devine served as Chairman of the Audit Committee and a member of the Board of Trustees of Long Island University and, from March 2009 to December 2018, he served as a director of Pentegra Retirement Trust.
Qualifications:
Mr. Devine’s in depth knowledge of the Company and the industry, obtained from his lifelong career in the industry, make him qualified to serve on the Board. |
Joseph J. Perry | |
Age: 52
Director Since: 2005
Term Expires: 2021
Committees:
Audit
Executive
Risk (Chair)
Technology | Experience:
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.
Qualifications:
Mr. Perry’s knowledge of the financial services industry and accounting and tax experience make him qualified to serve on the Board. |
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Kevin Stein | |
Age: 57
Director Since: 2017
Term Expires: 2021
Committees:
Audit | Experience:
Mr. Stein is currently the CEO of Resolution Analytica Corporation, a buyer of commercial judgments leveraging technology, data and analytics since 2017, when the company was founded. Mr. Stein was a Senior Managing Director of KCK USA, Inc., a 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. From 1994 to 2004, Mr. Stein served as an executive of Greenpoint Financial Corporation, a $25 billion bank holding company, and prior thereto was an Associate Director of the Federal Deposit Insurance Corporation, Division of Resolutions. Since February 2019, Mr. Stein is a member of the Board of Directors of Ocwen Financial Corporation and, from 2017 to 2018, prior to its acquisition by Ocwen Financial Corporation, was a director of PHH Corporation. Mr. Stein is a director of Bedford Stuyvesant Restoration Corporation.
Qualifications:
Mr. Stein’s more than thirty years’ experience in finance and banking, and his banking regulatory knowledge, make him qualified to serve as a Director. |
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Incentive Plan was adopted by the Company's Board of Directors in March 2008 and subsequently approved by its shareholders at their annual meeting held in 2008.2004. The 2004 Stock Incentive Plan reached its ten year anniversary in May 2014, and futureadditional awards are no longer permitted thereunder. On April 30, 2013, a grant of restricted stock award of 9,811 shares was made to Mr. Devine when he was employed as an officer of the Company. 25% of these awards vested on May 1, 2014, 2015 and 2016, respectively, with the remaining shares vesting on May 1, 2017.
2013 Equity and Incentive Plan.
The 2013 Equity and Incentive Plan was adopted by the Company’s Board of Directors and subsequently approved by the Company’s shareholders
at their annual meeting held in 2013. The 2013 Equity and Incentive Plan provides the Company with the flexibility to make equity compensation available to Outside Directors, officers (including the CEO) and other employees of the Company or its subsidiaries, and to offer cash-based incentive compensation in a tax-efficient manner to officers (including the CEO) and employees. At December 31,
2016, up to 783,1662018, 533,377 shares of Common Stock were eligible for award grants to Directors, officers and employees of the Company and its subsidiaries under the 2013 Equity and Incentive Plan.
On April 30, 2014, a grant of restricted stock award of 7,669 was made to Mr. Devine when he was employed as an officer of the Bank. 25% of these awards vested on May 1, 2015 and 2016, respectively, with the remaining shares vesting in equal annual installments on May 1, 2017 and 2018. On April 30, 2015, a grant of restricted stock award of 7,852 was made to Mr. Devine when he was employed as an officer of the Company. 25% of these awards vested on
each of May 1, 2016,
2017, and 2018, with the remaining shares vesting
in equal annual installments on May 1,
2017, 2018, and 2019. On April
29, 201630, 2018 each of our
then appointed Outside Directors, were each granted
2,7612,570 restricted stock awards which fully vest on May 1,
2017.2019. On September 27, 2018, Ms. Koster was granted 864 restricted stock awards which fully vest on May 1, 2019. See
“2016“2018 Outside Director
Compensation.”
Compensation” on the following page.Director Stock Purchase Plan.
In 2013, the Company established the Dime Community Bancshares, Inc. Director Stock Purchase Plan (the
"DSPP"“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 by the Outside Director is permitted, and can only be changed or revoked during a similar period. All elections and changes are subject to Compensation and HR Committee approval. Elections are limited to a specific calendar year, and, therefore, must be renewed and approved by the Compensation and HR Committee 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
National Stock Market on the date on which the cash compensation would otherwise be paid.
Messrs. Golden, Perry and Stein participated in the DSPP during the year ended December 31, 2018. See “2018 Outside Director Compensation” table on the following page.Directors' Retirement Plan
. The Company has adopted the Retirement Plan for Board Members of Dime Community Bancshares, Inc. (the
"Directors'“Directors' Retirement
Plan"Plan”), which provides benefits to each eligible Outside Director commencing on termination of Board service at or after age 65. An eligible Outside Director retiring at or after age 65 will be paid an annual retirement benefit equal to the amount of the aggregate compensation for services as a Director (excluding stock compensation) paid to him or her for the 12-month period immediately prior to termination of Board service, multiplied by a fraction, the numerator of which is the number of years of service, up to a maximum of 10, as an Outside Director (including service as a Director or trustee of the Bank or any predecessor) and the denominator of which is 10. An individual who terminates Board service after having served as an Outside Director for 10 years may elect to begin collecting benefits under the Directors' Retirement Plan at or after attainment of age 55, however, the annual retirement benefits will be reduced pursuant to an early retirement reduction formula to reflect the commencement of benefit payments prior to age 65. An Outside Director may elect to have benefits distributed in any one of the following forms: (i) a single life annuity; (ii) a 50% or 100% joint and survivor annuity; or (iii) a single life annuity with a 5, 10, or 15 year guaranteed term. In the event that an Outside Director dies prior to the commencement of earned benefit payments under the Directors' Retirement Plan, a 50% survivor annuity will automatically be paid to his or her surviving spouse, unless the decedent has elected otherwise. This plan was frozen to new participation effective March 31, 2005. Messrs.
Bergamo, Cohn and Curtin are
ourthe only active Outside Directors participating in the Directors’ Retirement Plan.
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The following table sets forth information regarding compensation earned by each Outside Director during the year ended December 31, 2016:2018:
2018 OUTSIDE DIRECTOR COMPENSATION |
Name | Fees Earned
and Paid
in Cash(1) | Fees Earned
and Paid
in Stock(2) | Stock
Awards(3) | Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(4) | All Other
Compensation(5) | Total |
Rosemarie Chen | | 70,000 | | | — | | | 50,000 | | | — | | | 1,129 | | | 121,129 | |
Steven D. Cohn | | 72,000 | | | — | | | 50,000 | | | — | | | 1,423 | | | 123,423 | |
Patrick E. Curtin | | 67,250 | | | — | | | 50,000 | | | — | | | 1,423 | | | 118,673 | |
Michael P. Devine | | 55,500 | | | — | | | 50,000 | | | — | | | 3,065 | | | 108,565 | |
Robert C. Golden | | 13,500 | | | 57,500 | | | 50,000 | | | — | | | 1,423 | | | 122,423 | |
Barbara G. Koster | | 32,500 | | | — | | | — | | | — | | | 121 | | | 32,621 | |
Kathleen M. Nelson | | 81,000 | | | — | | | 50,000 | | | — | | | 1,423 | | | 132,423 | |
Vincent F. Palagiano | | 55,500 | | | — | | | 50,000 | | | — | | | 1,423 | | | 106,923 | |
Joseph J. Perry | | 69,000 | | | 10,000 | | | 50,000 | | | — | | | 1,423 | | | 130,423 | |
Kevin Stein | | 11,000 | | | 55,500 | | | 50,000 | | | — | | | 1,063 | | | 117,563 | |
Omer S. J. Williams | | 82,500 | | | — | | | 50,000 | | | — | | | 1,423 | | | 133,923 | |
