In connection with the Settlement, the independent directors of the Company adopted Corporate Governance Guidelines to clarify director independence requirements. Pursuant to the Corporate Governance Guidelines, the independent members of its members based upon the rulesBoard of NasdaqDirectors have selected Tracey Dedrick to serve as the Lead Independent Director. The Lead Independent Director has the following roles:
presiding at all meetings of the Board where the chairperson is not present and calling meetings of the SEC. Applying these standards, ourindependent directors, including executive sessions of the independent directors;
providing Board leadership where the Company’s CEO is also the chairperson and such role is or is perceived to be in a conflict of interest with the Company;
reviewing and approving Board meeting agendas and schedules for each Board meeting;
advising the CEO of the information needs of the Board and approving information sent to the Board;
chairing the quarterly executive sessions of the independent directors;
meeting with the CEO and chairperson to discuss any matters arising from the executive session and reporting the independent directors’ actions and recommendations to the Board; and
serving as interim chairperson if the chairperson is unable to continue to serve in such role.
Amendments to Articles of Incorporation and Bylaws
The Board of Directors has affirmatively determined that,approved amendments of the Articles of Incorporation and Bylaws to eliminate the staggered terms of the Company’s directors consistent with the exception of Mr. O’Brien, Mr. Meltzer and Ms. Seligman, each of our current directors is an independent director, as defined underCorporate Governance Enhancements, subject to the applicable rules.
Since our initial public offering, we have qualified as a “controlled company” under the corporate governance rules for Nasdaq-listed companies because, prior to August 2020, more than 50% of our outstanding voting power was held by the same trustee utilized by Scott J. Seligman and Sandra Seligman for their respective family trusts. Due to a change in the trustee for certain of those trusts established by Ms. Seligman, effective as of August 19, 2020, we are no longer a controlled company under the Nasdaq rules, but we remain eligible to take advantageapproval of the controlled company exceptions under such rules for one year following the lossCompany’s shareholders. See “Proposal No. 4—Approval of controlled company status. Accordingly, we are not currently required to have a majorityAmendment of our BoardArticles of Directors be independent, nor are we currently required to have a compensation committee or an independent nominating function. However, Sandra Seligman and Seth Meltzer, who are not independent directors, ceased to serve on our Nominating Committee following the Company’s Board meeting in March 2021, when Ms. Daitch, Ms. Dedrick and Mr. Kim were appointed to the Nominating Committee, thereby ending the Company’s reliance upon the “controlled company” exceptions.Incorporation”.
Family Relationships
Sandra Seligman is a Director of the Company and the Bank and is the sister of Scott J. Seligman, the Company’s founder. Her son, Seth Meltzer, is also a Director. In 2018, 2019, 2020 and 2020,2021, Sandra Seligman did not receive compensation for her service to the Board of Directors or any other compensation from the Company.
Seth Meltzer is a Director of the Company and the Bank and is the son of Sandra Seligman. Mr. Meltzer’s uncle, Scott J. Seligman, is the Company’s founder. In 2018, 2019, 2020 and 2020,2021, Mr. Meltzer did not receive compensation for his service to the Board of Directors or any other compensation from the Company.
Communication with Directors; Attendance at Annual Meetings
The Board of Directors invites shareholders to send written communications to the Board of Directors or any director by mail, c/o General Counsel and Corporate Secretary, Sterling Bancorp, Inc., One Towne Square, Suite 1900, Southfield, Michigan 48076. All communications will be compiled by the Company’s General Counsel and Corporate Secretary and submitted to the Board of Directors or the individual director(s) on a regular basis unless such communications are considered, in the reasonable judgment of the General Counsel and Corporate Secretary, to be improper for submission to the intended recipient(s). Examples of shareholder communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to the Company’s business or communications that relate to improper or irrelevant topics.
All directors are expected to attend annual meetings of shareholders in person or via teleconference, except in cases of extraordinary circumstances. The Company anticipates that all directors will attend the Annual Meeting.
Code of Business Conduct and Ethics
Our Board of Directors adopted a codean updated Code of business conductBusiness Conduct and ethicsEthics (the “Code“Code of Conduct”) thatin September 2021, which applies to all of our directors, officers and employees, including our principal executive officer, principal financial officeremployees. The Ethics and principal accounting officerCompliance Committee, with the assistance of the Nominating Committee, is responsible for monitoring compliance with the Code of Conduct, and persons performing similar functions.reports to the Board. The Code of Conduct is available on the Company’s website at investors.sterlingbank.com.investors.sterlingbank.com/corporate-governance/governance-overview.