You are cordially invited to attend the 20212022 annual meeting of shareholders (the “Annual Meeting”) of Sterling Bancorp, Inc. (“Sterling”), which will be held virtually on Thursday, May 27, 2021,19, 2022, at 1:00 p.m., Eastern Time. There is no physical location for the Annual Meeting.

The attached Notice of Annual Meeting and the attached Proxy Statement describe the business to be transacted at the Annual Meeting. Directors and officers of Sterling, as well as a representative of Crowe LLP, the accounting firm appointed by the Audit Committee of the Board of Directors to be Sterling’s independent registered public accounting firm for the fiscal year ending December 31, 2021,2022, will be present at the Annual Meeting to respond to appropriate questions.

Please complete, sign, date and return the accompanying proxy card promptly or, if you prefer, vote by using the telephone or Internet, whether or not you plan to attend the Annual Meeting. Your vote is important regardless of the number of shares you own. Voting by proxy will not prevent you from voting in person at the Annual Meeting, but it will assure that your vote is counted if you are unable to attend the meeting. If you are a shareholder whose shares are not registered in your own name, you will need additional documentation from your record holder to attend and to vote personally at the Annual Meeting. Examples of appropriate documentation include a broker’s statement, letter or other document confirming your ownership of shares of Sterling common stock.

On behalf of the Board of Directors and the employees of Sterling, we thank you for your continued support and hope to seethat you atcan attend the Annual Meeting.

The Board of Directors of the Company (the “Board of Directors”) recommends a vote FOR each of the director nominees named in the accompanying proxy statement, FOR the advisory, non-binding approval of the compensation of our named executive officers for 2020, of “EVERY YEAR” for the advisory, non-binding vote on the frequency of the advisory, non-binding vote to approve the compensation of our named executive officers and2021, FOR the ratification of the appointment of Crowe LLP.LLP, and FOR the approval of the Articles Amendment.

The Board of Directors has fixed March 29, 2021,25, 2022, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting. We are pleased to utilize the virtual shareholder meeting technology (i) to provide ready access and cost savings for our shareholders and the Company and (ii) to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention and the U.S. Securities and Exchange Commission due to the COVID-19 pandemic. The virtual meeting format allows attendance from any location in the world.

We call your attention to the proxy statement accompanying this notice for a more complete statement regarding the matters to be acted upon at the Annual Meeting. Please read it carefully.

If you have questions or comments, please direct them to Sterling Bancorp, Inc., One Towne Square, Suite 1900, Southfield, MI 48076, Attention: General Counsel and Corporate Secretary.

This proxy statement and the accompanying proxy card are furnished in connection with the solicitation of proxies by the Board of Directors (the “Board“Board of Directors” or “Board”“Board”) of Sterling Bancorp, Inc., a Michigan corporation (the “Company”“Company”), to be voted at the 20212022 annual meeting of shareholders of the Company (the “Annual“Annual Meeting”) to be held virtually on Thursday, May 27, 2021,19, 2022, at www.virtualshareholdermeeting.com/SBT2021,SBT2022, at 1:00 p.m., Eastern Time, for the purposes set forth in this proxy statement.

The Board of Directors has fixed the close of business on March 29, 202125, 2022 (the “Record“Record Date”), as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting. This proxy statement is being mailed on or about April 13, 2021,8, 2022, to all holders of record of common stock of the Company as of the close of business on the Record Date. This proxy statement and our 20202021 annual report (the “2020“2021 Annual Report”) are also available electronically at investors.sterlingbank.com. As of the Record Date, there were 49,866,49650,208,349 shares of common stock issued and outstanding and entitled to vote. Each share of common stock is entitled to one (1) vote on each matter properly brought before the Annual Meeting.

If the accompanying proxy card is properly executed and returned to the Company, the shares represented by the proxy card will be voted on each matter that properly arises at the Annual Meeting and any adjournment or postponement of the Annual Meeting. Every properly executed proxy card that is received by the Company prior to the closing of the polls at the Annual Meeting will be voted in accordance with the instructions contained therein unless otherwise revoked. Properly executed but unmarked proxy cards received by the Company prior to the closing of the polls at the Annual Meeting, unless otherwise revoked, will be voted FOR each of the director nominees named in this proxy statement, FOR the advisory, non-binding approval of the compensation of our named executive officers for 2020, EVERY YEAR for the advisory, non-binding vote on the frequency of the advisory, non-binding vote to approve the compensation of our named executive officers and2021, FOR the ratification of the appointment of Crowe LLP and FOR the approval of an amendment of the Articles of Incorporation of the Company (the “Articles Amendment”).. If any other business should properly come before the meeting, all properly executed proxies will be voted on such other matters as directed by the Board.

A proxy may be revoked before it is voted at the Annual Meeting by notifying the General Counsel and Corporate Secretary of the Company in writing or at the Annual Meeting prior to the closing of the polls, by submitting a duly executed proxy (including a proxy given over the Internet or by telephone) bearing a later date or by attending the Annual Meeting and voting electronically. All shareholders are encouraged to date and sign the accompanying proxy card, indicate a choice with respect to the matters to be voted upon and return it to the Company.

You will be able to attend the Annual Meeting, vote and submit your questions in advance of and in real-time during the meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/SBT2021.SBT2022. To participate in the meeting, you must have your 16-digit control number that is shown on your proxy card. If you access the meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate. You should log on to the meeting site at least fifteen minutes prior to the start of the Annual Meeting to provide time to register and download the required software, if needed. We anticipate holding a question-and-answer session following the formal business portion of the meeting, during which shareholders may submit questions to us through the voting site. You will not be able to physically attend the Annual Meeting in person.

If you are a “registered holder” (meaning your shares are registered in your name with our transfer agent, Computershare), then you may vote either electronically at the virtual Annual Meeting using your 16-digit control number (included on your proxy card) or by proxy. If you decide to vote by proxy, you may vote via the Internet, by using the telephone or by mail and your shares will be voted at the Annual Meeting in the manner you direct. For those shareholders who wish to vote by mail, such shareholders can complete, sign and return the accompanying proxy card in the prepaid and addressed envelope that accompanied the proxy materials. Internet and telephone voting for shareholders of record will close at 11:59 p.m., Eastern Time, on May 26, 2021.18, 2022. Further instructions for voting via the Internet and telephone are set forth on the accompanying proxy card. Registered holders will be entitled to one (1) vote for each share held of record as of the record date for all matters.

If you are a beneficial owner of shares held in “street name,” you may vote electronically at the Annual Meeting using the 16-digit control number included on your proxy card. Alternatively, you may provide instructions to the nominee that holds your shares to vote by completing, signing and returning the voting instruction form that the nominee provides to you, by using telephone or Internet voting arrangements described on the voting instruction form or other materials that the nominee provides to you or by following any other procedures that the nominee communicates to you.

Although the votesvote on Proposal Nos.No. 2 and 3 areis not binding on the Company, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) will take your vote on these proposalsthis proposal into consideration when determining the compensation of our named executive officers and the frequency of the advisory, non-binding vote to approve the compensation of our named executive officers in the future.officers. Although the vote on Proposal No. 43 is not binding on the Company, the Audit Committee of the Board of Directors will take your vote on this proposal into consideration when selecting our independent registered public accounting firm in the future.

The Second Amended and RestatedWe are presenting at this meeting a proposed amendment of the Articles of Incorporation (the “Articles of Incorporation”) and the Amended and Restated Bylaws (the “Bylaws”) of the Company provide for a Board of Directors consisting of a number of members(the “Articles Amendment”) to be determined by a resolution adopted byend the affirmative vote of at least 80%staggered terms of the Board of Directors and a majorityDirectors. This will allow shareholders to vote on the election of the “Continuing Directors” (as defined in the Articlesentire Board of Incorporation) divided into three classes of nearly equal sizeDirectors on an annual basis, beginning with staggered three-year terms of office. During 2020, the following directors stepped down from their positions on the Board: Mr. Barry Allen, Mr. Peter Sinatra and Ms. Rachel Tronstein. The Board is extremely grateful for their service and wishes them well in their future endeavors. During 2020, the Board appointed Mr. Denny Kim, Mr. Steven Gallotta and Ms. Tracey Dedrick to the Board. Each of these appointments was effective upon the receipt of the applicable regulatory non-objection. Messrs. Kim and Gallotta were appointed to serve until, and were reelected at, the 2020 annual meeting of shareholders, and their terms now expire at the 2023 annual meeting of shareholders. Ms. Dedrick was appointed to serve until, and has been nominated for reelection at, the Annual Meeting. Accordingly,See “Proposal No. 4—Approval of Amendment of Articles of Incorporation.” Assuming the Board of Directors currently consists ofproposal is approved by the shareholders by the requisite vote, the following nine members as follows:

In addition, assuming the Articles Amendment is approved by the shareholders, Ms. Sandra Seligman’s term as a director of shareholders. the Company will expire at the Annual Meeting. Ms. Seligman has not elected to serve out the remainder of her term as a director in accordance with the Articles Amendment, and she has not been nominated for reelection. Mr. Meltzer’s term as a director of the Company will expire at the Annual Meeting, and he has not been nominated for reelection.

Unless otherwise directed, the persons named as proxies in the accompanying proxy card will vote for the election of Mses. Daitch and Dedrick and Mr. Wolberg.the foregoing nominees. All nominees are currently directors of the Company. In the event that any of the nominees becomes unavailable, which is not anticipated, the Board of Directors, in its discretion, may reduce the number of directors or designate substitute nominees, in which event all properly executed proxies will be voted for such substitute nominees. Proxies cannot be voted for a greater number of directors than the number of nominees named.

The Company believes that the Board of Directors as a whole should encompass a range of talent, skill, diversity and expertise that enables the Board of Directors to provide sound guidance with respect to the Company’s operations and interests. The following information has been furnished to the Company by the respective directors. Each of them has been engaged in the occupations stated below during the periods indicated, or if no period is indicated, for more than five (5) years.

Our Board of Directors believes that Ms. Dedrick should serve as a director because of her relevant experience in the financial services industry, particularly in enterprise risk management and treasury functions.

Our Board of Directors believes that Mr. Wolberg should serve as a director because of his extensive experience in the financial and wealth management industries.

Our Board of directorsDirectors believes that Mr. Donahue should serve as a director because of Sterling Bankhis extensive experience in the financial and Trust, F.S.B. (the “Bank”)banking industries.

All directors are expected to attend all meetings of the Board of Directors and of the Board of Directors committees on which they serve. The Board of Directors met thirteen (13)ten (10) times during 2020.2021. In 2020,2021, all directors attended more than 75%seventy-five percent (75%) of the aggregate number of all meetings of the Board of Directors and the committees on which he or she served. The Company’s independent directors routinely meet in executive session without management present.

The Audit Committee assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of our financial statements, compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, and the performance of our internal audit and risk management function and independent auditors. Among other things, the Audit Committee:

The Audit Committee works closely with management as well as our independent auditors. The Audit Committee has the authority to obtain advice and assistance from and receive appropriate funding to engage outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

The Audit Committee is composed solely of members who satisfy the applicable independence and other requirements of the SEC and the Nasdaq Capital Market (“(“Nasdaq”) for audit committees. Steven Gallotta serves as the Company’s “audit committee financial expert” as such term is defined in applicable SEC regulations. The Board of Directors has adopted a written charter for the Audit Committee that, among other things, specifies the scope of the Audit Committee’s rights and responsibilities. A copy of the charter is available on the Company’s website at investors.sterlingbank.com. The Audit Committee held eleven (11) meetings in 2020.

The Nominating and Corporate Governance Committee (the “Nominating“Nominating Committee”) is responsible for making recommendations to our Board of Directors regarding candidates for directorships and the size and composition of our Board of Directors. In addition, the Nominating Committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to our Board of Directors concerning governance matters. Among other things, the Nominating Committee:

When evaluating nominees for director, the Nominating Committee considers the skills a nominee could offer the Company, as well as business experience, how the nominee fits into the Company’s core values, professional and personal integrity, policy-making experience and strategic planning skills, among other traits.

The Board of DirectorsNominating Committee has adopted a written charter forthat, among other things, specifies the scope of its rights and responsibilities. The Nominating Committee a copy of whichamended and restated its charter in 2021, in connection with various corporate governance enhancements undertaken by the Company. See “Corporate Governance—Corporate Governance Enhancements”. The revised charter is available on the Company’s website at investors.sterlingbank.com.investors.sterlingbank.com/corporate-governance/governance-overview. The Nominating Committee held two (2) meetings in 2020. Sandra Seligman and Seth Meltzer, who are not independent directors, served on2021. We have determined that all members of our Nominating Committee until the Company’s Board meeting in March 2021, when Ms. Daitch, Ms. Dedrickare considered “independent” under applicable SEC and Mr. Kim were appointed to the Nominating Committee, ending the Company’s reliance upon the “controlled company” exception to the board of directors and committee independence requirements under the rules of Nasdaq. See “Corporate Governance—Director Independence.”Nasdaq listing rules.

The Executive Compensation Committee (the “Compensation Committee”) is responsible for discharging the Board of Directors’ responsibilities relating to compensation of the executives and directors. Among other things, the Compensation Committee:

ThePrior to the independent directors’ approval of the Corporate Governance Guidelines in April 2022, the Board of Directors doesdid not have a policy regarding the separation of the roles of Chief Executive Officer and ChairmanChairperson of the Board of Directors, as the Board of Directors believesbelieved it iswas in the best interests of the Company to make that determination based on the then-current position and direction of the Company and membership of the Board of Directors. The Board of Directors believesbelieved that having the Chief Executive Officer also fillfulfill the role of Chairman is moreChairperson of the Board was the most effective and efficient and effective at this time than alternate structuresstructure given the extraordinary legal and regulatory challenges facing the Company. As the Board has added five (5) new independent directors in the past eighteen (18) months and continues to make substantial progress in managing its legal and regulatory challenges, the Board now believes it is in the best interests of the Company continues to face.

On January 21, 2022, the Company issued a press release announcing that the Company entered into an agreement in the form of a definitive stipulation of settlement (the “Settlement”) to settle the demand for a derivative action brought by Raymond Cahnman, a purported shareholder of the Company. The Company has made a number of substantial corporate governance enhancements (the “Corporate Governance Enhancements”) during the course of 2021, some of which were pursuant to the independenceSettlement and many of which were either completed prior to receipt of the shareholder demand or during the time the Settlement was negotiated. Many of the Corporate Governance Enhancements, regardless of when implemented, were incorporated into the enhancements required pursuant to the Settlement, which has been posted to our directors. website at investors.sterlingbank.com/corporate-governance/governance-overview. The Corporate Governance Enhancements include, among other things:

Our Board of Directors also created a new, management-level Disclosure Committee. The Disclosure Committee assists the Company’s Chief Executive Officer and Chief Financial Officer in fulfilling their responsibility to oversee the accuracy, completeness, and timeliness of the public disclosure made by the Company.

The Company has evaluatedenhanced its training and compliance program, which is being implemented and supervised by the Company’s Chief Risk Officer and Chief Compliance Officer. Training is mandatory for all directors, officers and employees, and includes function-specific coverage of applicable banking laws and regulations, standard operating procedures, and compliance, as well as standards of business conduct, whistleblower policy, insider trading policies, and manuals or policies concerning legal or ethical standards of conduct to be observed in connection with work performed for the Company.

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.

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.

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.

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.

The Company has adopted policies (together, the “Clawback PoliciesPolicy”) during 2020, thatwhich generally provideprovides that the Board of Directors may require current and former officers subject to the reporting requirements of Section 16 of the Exchange Act and other employees eligible to receive incentive compensation (the “Covered“Covered Persons”) to reimburse or forfeit excess incentive compensation, including equity awards, received by the Covered Person during the three (3) fiscal years preceding the restatement of the Company’s financial statements in the event that the Company issues such a restatement due to material noncompliance with securities laws, regardless of whether such Covered Person engaged in misconduct or was responsible for or contributed to the circumstances requiring the restatement. In addition, if the Board of Directors determines a Covered Person engaged in acts or omissions which involved intentional misconduct, intentional violations of the Company’s written policies or applicable legal or regulatory requirements or fraud, and which contributed to the circumstances requiring the restatement, the Board of Directors may require the Covered Person to forfeit all of the Covered Person’s incentive compensation received during the three (3) fiscal years preceding the restatement and to reimburse the Company for costs incurred in connection with the restatement. The Clawback PoliciesPolicy also provideprovides that in the event a Covered Person engages in certain detrimental conduct that, in the discretion of the Board of Directors, is likely to cause or has caused material financial, operational or reputational harm to the Company, the Board of Directors may require reimbursement or forfeiture of all of the Covered Person’s incentive compensation received from and after the date on which such conduct occurred. The Board of Directors has discretion to determine the method for recouping any incentive compensation under the Clawback Policies.Policy.

Our Board of Directors adopted a revised Whistleblower Policy most recently amended in 2020,2021 that is intended to enable employees, customers, vendors, independent contractors, agents, or any other interested party to promptly report good faith complaints or concerns regarding potential or actual violations of applicable laws, regulations or the Company’s policies, including violations of our Code of Conduct. Our senior management, Board of Directors and employees have participated in whistleblower training presentations in connection with our Corporate Governance Enhancements and revised Whistleblower Policy. Our Audit Committee and Ethics and Compliance Committee has oversight over the receipt, retention and treatment of concerns or complaints received.received by the Company regarding accounting, internal accounting controls, auditing matters, or unethical or illegal behavior. A committee comprised of the Company’s General Counsel, the Chief Risk Officer and the Chief Compliance Officer is responsible for ensuring all whistleblower complaints are appropriately handled. In connection with the Corporate Governance Enhancements, the Board made certain revisions to the Whistleblower Policy, including by adding additional reporting mechanisms and further elaborating on the Company’s prohibition against retaliation against whistleblowers. The updated Whistleblower Policy is available on the Company’s website at investors.sterlingbank.com/corporate-governance/governance-overview.

We have adopted an Insider Trading Policy that prohibits all of our directors, officers and employees, as well as any other person having access to material nonpublic information, from entering into certain forms of hedging or monetization transactions that allow such person to lock in much of the value of his or her stock holdings in exchange for all or part of the potential upside appreciation of the Company’s stock, such as zero-cost collars and forward sale contracts. Such transactions allow such person to continue to own the Company’s stock without the full risks and rewards of ownership, which may cause such person to no longer have the same objectives as the Company or other shareholders. Similarly, our Insider Trading Policy prohibits short sales, standing orders and transactions in publicly traded options. Additionally, a director, officer or employee desiring to hold Company securities in a margin account or pledge Company securities as collateral for a loan must notify the Company’s General Counsel prior to taking such action because a margin sale or foreclosure sale may occur at a time when such person, a pledgor, is aware of nonpublic information or otherwise not permitted to trade in the Company’s stock. Finally, our Insider Trading Policy prohibits the use of derivative securities to separate any financial interest in our Company’s securities from related voting rights and any transaction in the Company’s securities where a reasonable investor would conclude that such transaction is for short-term gain or speculative.

Our Board of Directors adopts and oversees the implementation of our company-wide risk management framework, which establishes our overall risk appetite and risk management strategy. Risk management refers

The executive officers of the Company serve at the pleasure of the Board of Directors. In addition to Mr. O’Brien, set forth below are the current executive officers of the Company and a brief explanation of their principal employment during at least the last five (5) years.

This Compensation Discussion & Analysis (“(“CD&A”) sets forth the Company’s executive compensation philosophy, practices and decisions for the fiscal year 20202021 for its named executive officers (“(“NEOs”) listed below and included in the Summary Compensation Table.

In addition to the CD&A, the compensation and benefits provided to our NEOs in 20202021 are set forth below in the Summary Compensation Table and other tables that follow this CD&A, as well as in the footnotes and narrative material that accompany those tables.

In 2020,2021, we made significant and meaningful progress in our continued goal to remediate the Company’smultiple challenges facing us while also returning to profitability. Our principal focus was managing itscontinuing to manage our outstanding compliance and regulatory issues, government investigations and third-party litigation as well as developing a strong culture of compliance and re-establishing strong credit metrics for potential new lending initiatives.

Some noteworthy milestones involved our work to resolve two major litigations. On April 19, 2021, the Company entered into a final settlement agreement with respect to the class action securities lawsuit, Oklahoma Police Pension and Retirement Systems v. Sterling Bancorp, et al, stemming from our Advantage Loan Program, with the $12.5 million settlement amount for the benefit of our shareholders funded entirely from insurance proceeds. The settlement agreement received final court approval in September 2021. More recently, on January 21, 2022, the Company entered into an agreement to settle the shareholder demand for a derivative action. The settlement agreement provides for certain corporate governance reforms and the payment of legal fees for shareholders’ counsel which will be fully funded by insurance proceeds, but no other monetary payments. The other, perhaps more important benefit, was to regain the costs in time and energy that were lost in dealing with such actions. This settlement remains subject to court approval.

From a regulatory standpoint, the Company continued implementing the items required by the OCC Agreement related to the Bank’s BSA/AML compliance and credit administrationadministration. We completed the extensive look-back project pursuant to such agreement. In addition, the Bank completed an IT platform conversion in the third quarter of 2021 as well as an AML monitoring system installation which were instrumental in addressing certain items in the OCC Agreement. While the Bank has made substantial progress in addressing the requirements of the OCC Agreement relating to BSA, some additional actions are required to achieve compliance and was fully cooperatingthe Company will endeavor to bring such outstanding items to a conclusion. In addition, we continue to cooperate with the OCC, DOJ and DOJSEC investigations that are focused on the Bank’s former residential lending practices and the related issues. disclosures of that program in the Company’s securities law filings, which cooperation is at a significant expense to the Company.

The Company is also respondingcontinued to a formal investigation recently initiated by the SEC that is related to the Advantage Loan Program. The Company sought to stabilize executive officer and board positions with the hiring of a new Chairman, President and CEO and three new independent directors. In March 2020, Nasdaq notified the Company that it was not in compliance with Nasdaq listing requirements as a result of not timely filingexplore exiting branches outside its annual report on Form 10-K for the year ended December 31, 2019 and was in danger of being delisted. In October and November 2020, the Company filed all delinquent annual and quarterly reports with the SEC and as a result was no longer in danger of being delisted by Nasdaq. While delayed because of the late SEC filings, which filings were delayed as a result of additional review and procedures, including by the Company’s independent auditors, relating to the Advantage Loan Program, the Company was able to hold its annual meeting of shareholders in December 2020. In addition, we explored exiting unproductive or ancillary businessesprimary locations and aggressively resolving problem loans. For example, the Company closed on the sale of substantially allthe Bellevue, Washington branch on July 23, 2021. More recently, on February 25, 2022, the Bank completed the sale to a third-party purchaser of a pool of its commercial real estate loans secured primarily by single room occupancy (“SRO”) hotels with an aggregate outstanding principal balance of approximately $56.8 million at December 31, 2021.

All the above accomplishments are reflective of the assets of Quantum Capital Management, its registered investment advisory business, on December 21, 2020 and placed $19.4 million of nonperforming loans into held for sale as of year-end. We also pursued a strategy of aggressively increasing our liquidity to prepare for potential Advantage Loan Program repurchase requests, which we have solicited from loan investors, and to compensate for the Bank’s reduced borrowing capacity from the FHLB, as well as to prepare for additional uncertainties related to our ongoing examinations and investigations.

The Compensation Committee also has the authority to select, retain and obtain the advice of a compensation consultant, as necessary, to assist with the execution of its duties and responsibilities set forth in the Compensation Committee Charter. The Compensation Committee had preliminary discussions with Meridian Compensation Partners, LLC with respect to potential equity compensation for Mr. O’Brien in 2021 but ultimately determined not to retain Meridian in 2021.

In 2018, Meridian collaborated with2020, KPMG prepared a compensation program review of management compensation programs and sales incentive compensation programs relative to the Company to developmarket and proposed a peer group of 2015 banks. The peer group was chosen based on their similar size in terms of assets, their similar operating models and business lines and their

Effective as of September 9, 2020, the Board of Directors has adopted policies (together, the “Clawback Policy”)Clawback Policy, which provides for the recoupment of certain cash and equity incentive compensation from executive officers in the event of an accounting restatement and/or detrimental conduct. See “Corporate Governance—Clawback Policy” above.

The charter for the Compensation Committee provides that it is responsible for reviewing the Company’s compensation policies and practices for all employees regarding whether any risks arising from the Company’s compensation practices, policies and programs are reasonably likely to have a material adverse effect on the Company. Day-to-day risk management is the responsibility of management. With respect to executive management, the Compensation Committee designed the incentive compensation program for executives to include multiple performance measures with Compensation Committee discretion rather than a purely formulaic approach based on a single performance metric so as to not encourage its executive officers to take unnecessary or excessive risks that threaten the value of the Company. Such plans do not encourage behavior focused on short-term results to the detriment of long-term value creation. Therefore, the Compensation Committee believes that its compensation policies and practices for its executive officers do not encourage unnecessary risk taking that is reasonably likely to have a material adverse effect on the Company.

In 2019 and prior years, the Company’s commission plans and programs did not properly account for potential risks, particularly those risks that were identified in the Internal Review. The Company took a number of steps to remedy these potential risks including first voluntarily suspending and thereafter permanently discontinuing the Advantage Loan Program. The Company also engaged an outside consultant in 2020 to review its compensation programs that previously rewarded loan officers solely for production volume. In March 2021, the Compensation Committee implemented a compensation program for both residential and commercial loan officers that it believes willto mitigate risk. Inrisks identified in the Internal Review. Residential loan officers were previously rewarded solely for production volume. Now, in addition to a base salary, residential loan officers will receive a commission determined by performance scorecard points based on weighted factors related to the quality of loans closed each month, which include customer service, compliance and loan efficiency metrics, with a loan production component. Commissions for residential loan officers will beare calculated monthly. Compensation for the commercial lending staff is comprised of salary with an annual variable compensation component. Variable compensation for commercial loan officers will not exceed a certain percentage of a loan officer’s base salary and is discretionary based on a variety of weighted criteria, including portfolio management, loan production, and corporate compliance. The Compensation Committee is confident that the changes implemented will mitigatehave mitigated the potential for unnecessary risk-taking since their implementation and will continue to do so going forward.

At our 2021 annual meeting, over ninety percent (90%) of our shareholders approved our say-on-pay resolution as to executive compensation disclosed in last year’s proxy statement. The Company has not previously soughtbelieves such vote to be a positive endorsement of its current pay practices and is evidence that its compensation policies have been in the best interest of shareholders. Also at our 2021 annual meeting, over ninety-nine percent (99%) of our shareholders agreed with the Company that a say-on-pay vote should occur every year. The Company plans to continue to propose a shareholder advisory vote on executive compensation issues becauseeach year and monitor the level of support for each say-on-pay proposal in the Company’s statusfuture and will consider the results along with other factors as an “emerging growth company” under the rules of the SEC. Included in this proxy statement are both a “Say on Pay” shareholder advisory vote and a “Say When on Pay” shareholder advisory vote.it makes future compensation decisions.

The Compensation Committee has reviewed and discussed the CD&A required by Item 402(b) of Regulation S-K with management. Based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the CD&A be included in the Company’s Proxy Statement on Schedule 14A for the Annual Meeting.