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BRIDGE BANCORP, INC.

2200 Montauk Highway, P.O. Box 3005

Bridgehampton, NY 11932

April 4, 2016

10, 2024

Dear Shareholder:

Shareholder,

You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Bridge Bancorp,Dime Community Bancshares, Inc. (the “Company”). Our, which will be held on May 23, 2024 at 10:00 a.m. Eastern Time. This year’s Annual Meeting will be held ata virtual meeting of shareholders, which will be conducted via live webcast. Shareholders will only be able to participate in the offices of our subsidiary, Annual Meeting online, vote shares electronically and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/DCOM2024. Instructions on how to attend the Annual Meeting online and vote shares are described in the accompanying Proxy Statement.

The Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Friday, May 6, 2016 at 11:00 a.m.

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

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

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

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

BRIDGE BANCORP, INC.

2200 Montauk Highway, P.O. Box 3005

Bridgehampton, NY 11932

NOTICE OF ANNUAL MEETING

TO BE HELD MAY 6, 2016

To the Shareholders of Bridge Bancorp, Inc.:

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

1)

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

2)

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

3)

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

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

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

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

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

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

BRIDGE BANCORP, INC.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 6, 2016

SOLICITATION AND VOTING OF PROXIES

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

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

The2024, will be present at the Annual Meeting.

2023 was marked by the failure of several regional banks. Despite the industry-wide challenges precipitated by these failures, the Company continued to execute on our growth plan. Over the past 12 months we have made numerous hires on both the deposit and lending fronts, capitalizing on market disruption and positioning us for future success. In 2023, we added a new healthcare lending vertical and added numerous deposit-gathering teams. These franchise enhancing actions are starting to pay dividends, with a robust loan pipeline and strong growth in deposits in the early parts of 2024.

We have also been mindful of the overall operating environment and consciously operated the Company at a non-interest expense-to-assets ratio level that is far below our peer group. Managing expenses prudently is a Company-wide focus for management and the Board of Directors.

In 2023, we promoted Stuart H. Lubow to the role of Chief Executive Officer. Mr. Lubow’s appointment as CEO was a natural evolution of the role he had begun to play at the Company and his vision for growing and diversifying the Company should be a positive for all of our stakeholders over time. Since the announcement of his promotion (July 28th 2023) to the end of 2023, the Company’s stock price outperformed its peer group.

On behalf of our Board of Directors knowsand employees, we thank you for your continued support and hope you participate in our virtual Annual Meeting.

Sincerely yours,

	​	​		​	​
Kenneth J. Mahon	​	​	Stuart H. Lubow	​	​
Chairman of the Board	​	​	President and Chief Executive Officer	​	​

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898 Veterans Memorial Highway Hauppauge, New York 11788

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be Held on May 23, 2024

​	WHEN	​	​	VIRTUAL MEETING	​	​	RECORD DATE	​
​	May 23, 2024 10:00 a.m. ET	​	​	virtualshareholdermeeting.com/DCOM2024	​	​	March 28, 2024	​

NOTICE IS HEREBY GIVEN that the Annual Meeting of no additional matters thatShareholders (the “Annual Meeting”) of Dime Community Bancshares, Inc. (the “Company”) will be presented for considerationheld virtually on Thursday, May 23, 2024 at 10:00 a.m. Eastern Time, to consider and vote upon the Annual Meeting. Execution of a proxy, however, confers discretionary authority on the designated proxy holder to vote the shares in accordance with their best judgmentfollowing:

Proposal				​	​	Board Recommendation
1.	​	​	The election of 12 directors to the Company’s Board of Directors, to hold office for a term of one year, and until their successors are elected and qualified;	​	​	FOR
2.	​	​	The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024;	​	​	FOR
3.	​	​	Approval, by a non-binding advisory vote, of the compensation of the Company’s Named Executive Officers; and	​	​	FOR
4.	​	​	Approval of Additional Shares for the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan.	​	​	FOR

In addition, we will consider and take action on such other business if any, whichas may properly come before the Annual Meeting or any adjournmentsadjournment or postponement thereof.

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

The Board of Directors has fixed March 28, 2024 as the Company a duly executed proxy bearing a laterrecord date or by attendingfor the Annual Meeting filingand any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. A list of such shareholders will be available upon request for inspection by any shareholder for any lawful purpose germane to the Annual Meeting during the 10 days prior to the Annual Meeting and during the Annual Meeting.

	​	​	By Order of the Board of Directors
	​	​
	​	​	Patricia M. Schaubeck Corporate Secretary
April 10, 2024	​	​	Hauppauge, New York

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

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Table of Contents

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS	​	​	1
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS	​	​	1
GENERAL INFORMATION	​	​	1
General	​	​	1
Record Date	​	​	1
Annual Meeting Admission and Participation	​	​	1
SOLICITATION AND VOTING OF PROXIES	​	​	2
Voting During the Meeting	​	​	2
Voting Rights	​	​	2
Quorum and Vote Required	​	​	2
Revocability of Proxies	​	​	2
Solicitation of Proxies	​	​	3
Interests of Directors and Management in Certain Proposals	​	​	3
Director Attendance at Annual Meeting	​	​	3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	​	​	3
Principal Shareholders of the Company	​	​	3
Security Ownership of Management	​	​	5
PROPOSAL 1. — ELECTION OF DIRECTORS	​	​	7
General	​	​	7
Information as to Nominees	​	​	7
Independence of Nominees	​	​	11
Experience of Nominees	​	​	11
DIRECTOR NOMINATIONS	​	​	12
Recent Director Appointments	​	​	12
PROCEDURES FOR THE NOMINATION OF DIRECTORS BY SHAREHOLDERS	​	​	13
SHAREHOLDER COMMUNICATIONS WITH THE BOARD	​	​	13
CODE OF ETHICS	​	​	13

BOARD MEETINGS AND COMMITTEES	​	​	14
BOARD LEADERSHIP AND RISK OVERSIGHT	​	​	14
Board Leadership Structure	​	​	14
The Role of the Board in Risk Oversight	​	​	14
THE AUDIT COMMITTEE	​	​	15
AUDIT COMMITTEE REPORT	​	​	15
THE COMPENSATION COMMITTEE	​	​	16
Compensation Committee Interlocks and Insider Participation	​	​	17
THE CORPORATE GOVERNANCE COMMITTEE	​	​	17
DIRECTOR COMPENSATION	​	​	17
General	​	​	17
Compensation Paid to Board Members in 2023	​	​	17
Directors’ Stock Purchase Program	​	​	18
Director Summary Compensation Table	​	​	18
Board Diversity	​	​	19
ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS	​	​	19
EXECUTIVE OFFICERS	​	​	22
COMPENSATION DISCUSSION AND ANALYSIS	​	​	24
Executive Compensation	​	​	24
CEO Succession	​	​	25
Key Performance Highlights 2023	​	​	25
Compensation Philosophy and Objectives	​	​	28
2023 Executive Pay and Performance Alignment	​	​	29
Market Data Usage	​	​	31
2023 Shareholder Advisory Vote on 2022 Executive Compensation	​	​	32
2023 Compensation Decisions	​	​	32
Base Salary	​	​	33
2023 Incentive Opportunity	​	​	34
2023 Annual (Cash) Incentive Plan (“2023 AIP”)	​	​	34
2023 Long-Term (Equity) Incentive Plan (“2023 LTIP”)	​	​	38

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DIME COMMUNITY BANCSHARES, INC.

PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 23, 2024

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

We are relying upon a revocation withU.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to shareholders over the SecretaryInternet. As a result, beginning on or about April 10, 2024, we sent by mail or e-mail a Notice of Internet Availability of Proxy Materials to certain shareholders, containing instructions on how to access our proxy materials, including our Proxy Statement and voting in person.annual report to shareholders, over the Internet and how to attend and vote at the Annual Meeting. Other shareholders received paper copies of our proxy materials. If you received your proxy materials by mail, the Notice of Annual Meeting, Proxy Statement, proxy card and annual report to shareholders are enclosed.

Internet availability of our proxy materials is designed to expedite receipt by shareholders and lower the cost and environmental impact of the Annual Meeting. However, if you arereceived such a shareholder whose shares are not registeredNotice of Internet Availability of Proxy Materials and would prefer to receive paper copies of our proxy materials, please follow the instructions included in your own name,the Notice of Internet Availability of Proxy Materials to request paper copies.

If you hold our common stock through more than one account, you may receive multiple copies of these proxy materials and will need appropriate documentation from your record holderhave to follow the instructions for each in order to vote personallyall of your shares of our common stock.

The Notice of Meeting, Proxy Statement, annual report to shareholders and sample proxy card are available for review at www.ProxyVote.com. The Notice of Meeting, Proxy Statement and annual report are also available on the Annual Meeting.

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

GENERAL INFORMATION

General

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

shares of the Company’s issued and outstanding common stock, par value $0.01 per share (the “Common Stock”), for use at the virtual Annual Meeting of Shareholders to be held on May 23, 2024 (the “Annual Meeting”) at 10:00 a.m. Eastern Time, and at any adjournment or postponement thereof. This Proxy Statement and the accompanying proxy card areand/or a Notice of Internet Availability of Proxy Materials is first being mailedsent to shareholders on or aboutApril 4,2016.

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about April 10, 2024.

Record Date

VOTING SECURITIES

The securities which may be voted atCompany’s Board of Directors has fixed the Annual Meeting consist of shares of Common Stock of the Company (the “Common Stock”), with each share entitling its owner to one vote on all matters to be voted on at the Annual Meeting. The close of business onMarch 21, 2016 has been fixed by the Board of Directorson March 28, 2024 as the record date (“Record Date”) for the determination of shareholders entitled to notice of, and to vote at, thisthe Annual Meeting or any adjournments thereof. The total number(the “Record Date”). Accordingly, only shareholders of record at the close of business on March 28, 2024 will be entitled to vote at the Annual Meeting. There were 38,878,473 shares of Common Stock outstanding on the Record Date.

Annual Meeting Admission and Participation

You are entitled to attend and participate in the Annual Meeting only if you were a Company shareholder as of the Record Date was 17,448,227shares. or if you hold a valid proxy for the Annual Meeting. If you plan to attend the Annual Meeting online, please be aware of what you will need to gain admission as described herein. If you do not comply with the procedures described herein for attending the Annual Meeting online, you will not be able to participate in the Annual Meeting. Shareholders may participate in the Annual Meeting by visiting www. virtualshareholdermeeting.com/DCOM2024. To attend online and participate in the Annual Meeting, shareholders of record will need to use their control number on their Notice of Internet Availability of Proxy Materials or proxy card. Beneficial shareholders who do not have a control number may gain access to the Annual Meeting by logging into their brokerage firm’s website and selecting the shareholder communications mailbox to link through to the Annual Meeting. Instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee.

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We encourage you to access the Annual Meeting prior to the start time. Please allow ample time for online check-in, which will begin at 9:45 a.m. Eastern Time. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page. Shareholders may submit questions live during the meeting. Shareholders can also access copies of the Proxy Statement and annual report on the website.

SOLICITATION AND VOTING OF PROXIES

Voting During the Meeting

Whether you are a shareholder of record or a beneficial shareholder, you may direct how your shares are voted without participating in the Annual Meeting. We encourage shareholders to vote well before the Annual Meeting, even if they plan to attend the Annual Meeting, by completing proxies online or by telephone, or, if they received printed copies of these materials, by mailing their proxy cards. Shareholders can vote via the Internet in advance of or during the Annual Meeting. Shareholders who attend the virtual Annual Meeting can vote during the meeting while the polls are open by clicking on the “Vote” button at www.virtualshareholdermeeting. com/DCOM2024 or submit questions during the Annual Meeting in the text box. Even if you plan to participate in the meeting, we recommend that you vote in advance by proxy, in case you later change your mind and determine not to participate in the meeting.

Voting Rights

Each holder of Common Stock on the Record Date will be entitled to one vote at the Annual Meeting for each share held on the Record Date. You may vote your shares of Common Stock in advance of the meeting by marking and signing your Proxy Card and returning it in the enclosed postage-paid envelope, by telephone or Internet by following the instructions stated on your Notice of Internet Availability of Proxy Materials or Proxy Card or by attending and voting via the Internet during the Annual Meeting. All properly executed proxies received by the Company on or before 11:59 p.m. Eastern Time on May 22, 2024 will be voted in accordance with the instructions indicated thereon. If no instructions are given, executed proxies will be voted FOR the election of each of the nominees for director, FOR the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, FOR the approval of compensation of the Company’s Named Executive Officers (as defined herein), and FOR the approval of additional shares for the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan.

Management is not aware of any matters other than those set forth in the Notice of Annual Meeting of Shareholders that may be brought before the Annual Meeting. If any other matters properly come before the Annual Meeting, the person named in the proxy will vote the shares represented by all properly executed proxies on such matters in such manner as shall be determined by a majority of the Company’s Board of Directors.

Quorum and Vote Required

If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of directors and with respect to the advisory proposal regarding the compensation of our Named Executive Officers. Current regulations restrict the ability of your bank or broker to vote your uninstructed shares in the election of directors and other matters on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote with respect to the election of directors, the advisory vote regarding the compensation of our Named Executive Officers, and on the approval of additional shares for the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan, no votes will be cast on your behalf. These are referred to as “broker non-votes”. Your bank or broker does, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of our independent registered public accounting firm.

The presence in personby proxy or by proxy,attendance via webcast at the Annual Meeting of the holders of at least a majority of the total number of issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at this Annual Meeting. Inquorum. Abstentions and broker non-votes will be counted as present for the event there are not sufficient votes forpurpose of determining whether a quorum or to approve or ratify any matter being presentedis present.

Directors are elected by a plurality of the votes cast at the time of this Annual Meeting, the Annual Meeting, without regard to broker non-votes or proxies as to which authority to vote for a nominee is marked “WITHHOLD.” Shareholders may not vote their shares cumulatively for the election of directors.

Proposals 2, 3, and 4 require the affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to broker non- votes or proxies marked “ABSTAIN.”

Although the advisory vote on the compensation of Named Executive Officers (Proposal 3) is non-binding as provided by law, the Company’s Board of Directors will review the results of the vote and consider them in making future determinations concerning executive compensation.

Revocability of Proxies

A proxy may be adjournedrevoked at any time before it is voted by filing a written revocation of the proxy with the Company’s Corporate Secretary at 898 Veterans Memorial Highway, Suite 560, Hauppauge, New York 11788 or by submitting a duly executed proxy bearing a later date. A proxy also may be revoked by voting at the Annual Meeting.

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Solicitation of Proxies

The Company will bear the costs of soliciting proxies from its shareholders. In addition to the use of mail, proxies may be solicited by officers, directors or employees of the Company or its wholly-owned subsidiary Dime Community Bank (the “Bank”) by telephone or other forms of communication. The Company will also request persons, firms and corporations holding shares in ordertheir names or in the names of their nominees, which are beneficially owned by others, to permitsend proxy materials to, and obtain proxies from, such beneficial owners, and will reimburse such holders for reasonable expenses incurred in connection therewith. The Company has hired Alliance Advisors to assist us in soliciting proxies and has agreed to pay a fee of $8,000, plus expenses, for their services.

Interests of Directors and Management in Certain Proposals

Shareholders will be asked to cast a non-binding advisory vote on Proposal 3 regarding compensation to the further solicitationCompany’s Named Executive Officers and to cast a vote on proposal 4 for the approval of proxies.

additional shares for the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan. The results of such votes may influence future compensation decisions. As a result, the Company’s senior executives have personal interests in the outcome of the proposal that are different from the interests of the Company’s other shareholders. The Board was aware of these interests and took them into account in recommending that the shareholders vote in favor of Proposal 3 and Proposal 4.

Director Attendance at Annual Meetings

Although it has no official policy regarding director attendance at annual meetings, the Board of Directors considers attendance at shareholder meetings a priority. All of the Company’s directors attended the Annual Meeting of Shareholders held on May 25, 2023.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders of Certain Beneficial Owners

the Company

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

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

VOTING PROCEDURES AND METHOD OF COUNTING VOTES

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

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​	Name and Address of Beneficial Owner	​	​	Number of Shares Owned and Nature of Beneficial Ownership	​	​	Percent of Outstanding Shares(6)	​
​	BlackRock, Inc. 50 Hudson Yards New York, NY 10001	​	​	5,759,883(1)	​	​	14.8%	​
​	T. Rowe Price Investment Management, Inc. 101 E. Pratt Street Baltimore, MD 21202	​	​	2,649,729(2)	​	​	6.8%	​
​	The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	​	​	2,459,856(3)	​	​	6.3%	​
​	Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746	​	​	2,146,521(4)	​	​	5.5%	​
​	Basswood Capital Management, L.L.C. 645 Madison Avenue, 10th Floor New York, NY 10022	​	​	2,030,332(5)	​	​	5.2%	​

(1) Represents the total shares of Common Stock beneficially owned by Blackrock, Inc. as described in the Schedule 13G/A filed on January 22, 2024 with the SEC.

(2) Represents the total shares of Common Stock beneficially owned by T. Rowe Price Investment Management, Inc. as described in the Schedule 13G filed on February 14, 2024 with the SEC.

(3) Represents the total shares of Common Stock beneficially owned by The Vanguard Group as described in the Schedule 13G/A filed on February 13, 2024 with the SEC.

(4) Represents the total shares of Common Stock beneficially owned by Dimensional Fund Advisors LP as described in the Schedule 13G/A filed on February 14, 2024 with the SEC.

(5) Represents the total shares of Common Stock collectively beneficially owned by Basswood Capital Management, L.L.C., Matthew Lindenbaum, Bennett Lindenbaum, and certain other persons as disclosed in the Schedule 13D/A filed on December 12, 2022 with the SEC and as otherwise disclosed to the Company.

(6) Based on the 38,878,473 total shares outstanding as of March 28, 2024.

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Security Ownership of Management

The following table sets forth information as of the six nominees proposedRecord Date with respect to the shares of Common Stock beneficially owned by each of the BoardCompany’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 officer) of Directors, orthe Company (the “Named Executive Officers”), certain other executive officers, and all of the Company’s directors and executive officers as a group. Except as otherwise indicated, each person and each group shown in the table has sole voting and investment power with respect to “WITHHOLD AUTHORITY” to votethe shares of Common Stock indicated.

The Company’s Insider Trading and Confidentiality of Information Policy prohibits directors and executive officers from pledging Common Stock as collateral for the nominees being proposed. Directors are elected by a plurality of votes cast, without regard to either broker non-votes, or proxiesany loan.

​	Name of Beneficial Owner	​	​	Position	​	​	Number of Shares Owned and Nature of Beneficial Ownership(1)	​	​	Percent of Outstanding Shares(2)	​
​	Kenneth J. Mahon	​	​	Director, Chairman of the Board	​	​	​279,179(3)	​	​	*	​
​	Paul M. Aguggia	​	​	Director	​	​	10,832(4)	​	​	*	​
​	Rosemarie Chen	​	​	Director	​	​	​28,052(5)	​	​	*	​
​	Michael P. Devine	​	​	Director	​	​	446,526(6)	​	​	1.1%	​
​	Judith H. Germano	​	​	Director	​	​	​3,681(7)	​	​	*	​
​	Matthew A. Lindenbaum	​	​	Director	​	​	1,892,050(8)	​	​	4.9%	​
​	Stuart H. Lubow	​	​	Director, President and Chief Executive Officer	​	​	​233,727(9)	​	​	*	​
​	Albert E. McCoy, Jr.	​	​	Director	​	​	205,477(10)	​	​	*	​
​	Raymond A. Nielsen	​	​	Director	​	​	​42,856(11)	​	​	*	​
​	Joseph J. Perry	​	​	Director	​	​	53,479(12)	​	​	*	​
​	Kevin Stein	​	​	Director	​	​	​27,216(13)	​	​	*	​
​	Dennis A. Suskind	​	​	Director	​	​	92,806(14)	​	​	*	​
​	Michael J. Fegan	​	​	Senior Executive Vice President and Chief Technology & Operations Officer	​	​	19,265(15)	​	​	*	​
​	Conrad J. Gunther	​	​	Senior Executive Vice President and Chief Lending Officer	​	​	68,128(16)	​	​	*	​
​	Avinash Reddy	​	​	Senior Executive Vice President and Chief Financial Officer	​	​	​42,601(17)	​	​	*	​
​	Patricia M. Schaubeck	​	​	Executive Vice President and General Counsel	​	​	26,080(18)	​	​	*	​
​	All directors and executive officers as a group (22 persons)	​	​		​	​	​3,551,478(19)	​	​	​9.1%	​

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*  Represents less than 1%

(1) Includes shares as to which authoritya person (or his/her spouse) directly or indirectly has or shares voting power and/or investment power (which includes the power to vote fordispose).

(2) Based on the nominees being proposed is withheld.

38,878,473 total shares outstanding as of March 28, 2024 and the shares such person(s) has the right to acquire within 60 days of March 28, 2024.

(3) Includes 6,855 time-vested restricted stock awards over which Mr. Mahon has voting power.

(4) Includes 4,690 time-vested restricted stock awards over which Mr. Aguggia has voting power.

(5) Includes 5,593 time-vested restricted stock awards over which Ms. Chen has voting power.

(6) Includes 4,690 time-vested restricted stock awards over which Mr. Devine has voting power

(7) Includes 3,681 time-vested restricted stock awards over which Ms. Germano has voting power.

(8) Includes the total shares of Common Stock collectively beneficially owned by Matthew Lindenbaum and Basswood Capital Management, L.L.C, with respect to which Mr. Lindenbaum serves as Principal Managing Member and Portfolio Manager. As described in the Schedule 13D/A filed on December 12, 2022 with the SEC with respect to the advisory vote forCompany’s Common Stock, each of Basswood Capital Management, L.L.C., Matthew Lindenbaum and Bennett Lindenbaum may be deemed to be part of a “group” with such other reporting persons. Includes 4,690 time-vested restricted stock awards over which Mr. Lindenbaum has voting power.

(9) Includes 21,742 time-vested restricted stock awards over which Mr. Lubow has voting power.

(10) Includes 4,690 time-vested restricted stock awards over which Mr. McCoy has voting power.

(11) Includes 4,690 time-vested restricted stock awards over which Mr. Nielsen has voting power.

(12) Includes 5,593 time-vested restricted stock awards over which Mr. Perry has voting power.

(13) Includes 5,593 time-vested restricted stock awards over which Mr. Stein has voting power.

(14) Includes 5,545 time-vested restricted stock awards over which Mr. Suskind has voting power.

(15) Incudes 7,016 time-vested restricted stock awards over which Mr. Fegan has voting power.

(16) Includes 9,591 time-vested restricted stock awards over which Mr. Gunther has voting power.

(17) Includes 10,171 time-vested restricted stock awards over which Mr. Reddy has voting power.

(18) Includes 6,779 time-vested restricted stock awards over which Ms. Schaubeck has voting power.

(19) Incudes 111,609 shares of time-vested restricted stock awards over which the approval of the compensation paid to our named directors/executive officers (“NEOs”)have voting power and the ratification79,523 shares of Crowe Horwath LLP as our Independent Registered Public Accounting Firm, by checking the appropriate box, a shareholder may: (i) vote “FOR” the item; (ii) vote “AGAINST” the item; or (iii) “ABSTAIN” from voting on such item. The approval of these matters will be determined by a majority of the votes cast, without regard to broker non-votes, or proxies marked “ABSTAIN.”

Proxies solicited hereby will be returned to the Company, and will be tabulated by inspectors of election designated by the Board of Directors.

executive management not listed above.

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PROPOSAL I -1. — ELECTION OF DIRECTORS

General

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

All members of the Board of Directors of the Company also serve on the Board of the Bank. In August 2023, Chief Executive Officer Stuart H. Lubow was appointed to the Board of Directors. In September 2023, Marcia Z. Hefter retired as a director of the Company and the Board appointed Judith H. Germano as her successor. In December 2023 Kevin M. O'Connor stepped down as a director of the Company. See “Recent Director Appointments," below.

Information as to Nominees

The Board of Directors has nominated Marcia Z. Hefter, Emanuel Arturi, Rudolph J. Santoro,the following directors to serve on the Board for a term to expire at the 2025 annual meeting of shareholders.

The business experience of each of the Company’s directors nominated to be elected as directors, as well as the qualifications, attributes and Howard H. Nolan for election as Class B Directors. In addition,skills that led the Board of Directors has nominated Christian C. Yegen and Daniel Rubin for election as Class A directors. Directors Yegen and Rubin were appointed to conclude that each director should serve on the Board in June 2015 in connection with the acquisition of Community National Bank (“CNB”are as follows:

Kenneth J. Mahon

Age: 73 Director since: 2021

Mr. Mahon is Chairman of the Board of Directors of the Company and the Bank. He was Executive Chair for an initial three-year period after the closing of the merger of Dime Community Bancshares, Inc. (“Legacy Dime”). and Bridge Bancorp, Inc. (“Legacy Bridge”) in February 2021 (the “Merger”), during which time he was also considered to be an “inside director” under SEC rules. He was a director of Legacy Dime since 2002 and served as its Chief Executive Officer beginning in 2017. He joined Legacy Dime in 1980, prior to which he was affiliated with two other New York area banks. Mr. Mahon served as a director of the Federal Home Loan Bank of New York from 2017 until 2023. Mr. Mahon’s extensive knowledge of the banking industry provides valuable insight and counsel to the Board.

Paul M. Aguggia

Age: 61 Director since: 2022

Mr. Aguggia has been a director of the Company since September 2022. He is currently a partner with the law firm of Holland & Knight LLP. Prior to joining Holland & Knight LLP in 2018, Mr. Aguggia was chairman and chief executive officer of Clifton Bancorp, Inc. from 2014 until its merger with Kearny Financial Corp. He also served as chairman of the law firm of Kilpatrick Townsend & Stockton LLP. Mr. Aguggia has extensive experience with banks and financial services companies through his over 30 years representing such clients on their most significant mergers and acquisitions and capital markets transactions, as well as on securities law, regulatory, and corporate governance matters, and through his service as an executive and a board member of a publicly held financial institution. Mr. Aguggia’s vast experience in the financial services industry and expertise in corporate law provide valuable knowledge to the Board.

Rosemarie Chen

Age: 57 Director since: 2021

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

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PROPOSAL 1.—ELECTION OF DIRECTIORS | General

Michael P. Devine

Age: 77 Director since: 2021

Mr. Devine was appointed a director of the Company effective with the closing of the Merger. He previously served as a director of Legacy Dime since 1980 and as Vice Chairman of the Board since 2014. Mr. Devine served as Chief Operating Officer from 1995 and as President and Chief Operating Officer from 1997 until 2014. Mr. Devine’s in-depth knowledge of the banking industry and Legacy Dime, obtained from his lifelong career in the industry, make him qualified to serve on the Board.

Judith H. Germano

Age: 54 Director since: 2023

Ms. Germano was appointed a director of the Company in September 2023. Ms. Germano, an attorney, is founder and lead counsel of Germano Law LLC, Montclair, New Jersey, a boutique law firm she founded in 2013. Ms. Germano primarily advises and represents public and privately held companies on cybersecurity, privacy, white-collar criminal, and regulatory compliance matters. She is a Distinguished Fellow at New York University's (“NYU”) Center for Cyber security, an Adjunct Professor of Law at NYU School of Law. and an Adjunct Professor at NYU Stern School of Business. Ms. Germano previously served with the U.S. Attorney's Office, District of New Jersey, for eleven years. including as Chief of the Economic Crimes Unit. Ms. Germano also worked with the global law firm of Shearman & Sterling LLP and served as a federal law clerk to judges on the U.S. Court of Appeals, Second Circuit, and the U.S. District Court, District of Connecticut. Ms. Germano’s expertise in cybersecurity, data privacy law, and risk management provide valuable insights and perspectives to the Board.

Matthew A. Lindenbaum

Age: 61 Director since: 2018

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

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PROPOSAL 1.—ELECTION OF DIRECTIORS | General

Stuart H. Lubow

Age: 66 Director since: 2023

Mr. Lubow is President and Chief Executive Officer of the Company and the Bank. Mr. Lubow was appointed a director of the Company in August 2023. Prior to the Merger, Mr. Lubow served as President and Chief Operating Officer of Legacy Dime. Prior to joining Legacy Dime in 2017, Mr. Lubow was a founder, Chairman, President, and Chief Executive Officer of Community National Bank from its inception in 2005 until its sale to the Company in June 2015. Prior to that, Mr. Lubow was founder, President, and Chief Executive Officer of Community State Bank, Executive Vice President and Chief Operating Officer of Garden State Bank, and Chief Operating Officer at Dollar Dry Dock Bank. Prior to Dollar Dry Dock Bank, Mr. Lubow held senior positions at various regional banks.

Albert E. McCoy, Jr.

Age: 60 Director since: 2008

Mr. McCoy is President of W. F. McCoy Petroleum Products Inc. and the McCoy Bus Company located in Bridgehampton, New York. He has been a director of the Company since 2008. As a local businessman, Mr. McCoy brings to the Board of Directors an extensive knowledge of local markets and the communities served by the Company.

Raymond A. Nielsen

Age: 73 Director since: 2013

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

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PROPOSAL 1.—ELECTION OF DIRECTIORS | General

Joseph J. Perry

Age: 57 Director since: 2021

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

Kevin Stein

Age: 62 Director since: 2021

Mr. Stein was appointed a director of the Company effective with the closing of the Merger. He previously served as a director of Legacy Dime since 2018. Since January 2024, Mr. Stein has been Managing Director of Klaros Capital, a division of advisory and investment firm Klaros Group. From June 2022 through December 2023, he served as an independent consultant. Mr. Stein was previously Chief Executive Officer and a director of EJF Acquisition Corp. which merged with Pagaya Technologies Ltd. in 2022. Prior to joining EJF Capital, Mr. Stein was CEO of Resolution Analytica, a Managing Director of the Financial Institutions Group of Barclays, a member of the leadership team of GreenPoint Financial Corporation, and an Associate Director of the Federal Deposit Insurance Corporation. Mr. Stein is lead independent director of Ocwen Financial Corporation. Mr. Stein’s more than 30 years of experience in finance and banking, and his banking regulatory knowledge, make him qualified to serve as a director.

Dennis A. Suskind

Age: 81 Director since: 2002

Mr. Suskind is a retired General Partner of Goldman Sachs & Co. and has been a director of the Company since 2002. Mr. Suskind is a director of the Chicago Mercantile Exchange and serves as a member on its Audit, Nominating and Governance, and Executive Committees, and is Chairperson of its Risk Committee. His considerable experience in investment banking, capital markets, and his service on the Board of Directors of another publicly traded company are valuable assets to the Board of Directors.

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It is intended that the proxies solicited on behalf of the Board of Directors will be voted at the Annual Meeting for the election of each of these nominees (other than proxies in which the vote is withheld as to any nominee). Each nominee has consented to being named in this Proxy Statement and to serve, if elected. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may recommend. At this time, the Board of Directors knows of no reason why a nominee would be unable to serve, if elected. Other than

Independence of Nominees

The Board has determined that, except as described above, there are no arrangements or understandings betweento Mr. Lubow, each member of the Board is an “independent director” within the meaning of the corporate governance listing standards of the Nasdaq Stock Market. Mr. Lubow is not considered independent because he is an employee of the Company. In reaching independence determinations of other directors, the Board considered any loans outstanding that were made by the Bank to a nomineedirector and any other person pursuant to which suchrelated transactions between the Company and a director. See “Certain Relationships and Related Transactions,” below.

Experience of Nominees

Each nominee was selected.

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

The following table sets forth certain information, as of March 21, 2016, regardingfor the Board of Directors brings relevant experience that provides sound oversight and each NEO identifiedguidance to management in developing corporate strategy, managing risk, and promoting an inclusive culture. Nominees for the summary compensation table included elsewhere in this Proxy Statement.

Board possess the following skills, with “0” representing no skills and experience for that expertise, and “3” representing the highest level of skills and experience for that expertise, as determined by the Board:

​

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

​

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

Directors

Marcia Z. Hefter

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

Dennis A. Suskind

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

Emanuel Arturi

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

Charles I. Massoud

Mr. Massoud is President of Paumanok Vineyards located in Aquebogue, New York. Mr. Massoud serves as a member of the Audit Committee and Corporate Governance and Nominating Committee and has served as a Director of the Company since 2002. Mr. Massoud is also a member of the Board of Directors for Peconic Bay Medical Center. Mr. Massoud is a graduate of the Wharton School of the University of Pennsylvania

and worked for IBM for nearly 20 years as a marketing executive. Mr. Massoud’s extensive knowledge of local markets, educational background, and business experience benefits the Board of Directors in its oversight of strategic planning and business development.

Albert E. McCoy, Jr.

Mr. McCoy is President of W. F. McCoy Petroleum Products Inc. and the McCoy Bus Company located in Bridgehampton, New York. Mr. McCoy is a member of the Compensation Committee and has served as a Director since April 2008. He is a graduate of George Washington University and a long standing shareholder of the Company. Mr. McCoy brings to the Board of Directors an extensive knowledge of local markets and the communities served by the Company which gives him unique insights into the Company’s lending challenges and opportunities.

Raymond A. Nielsen

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

Daniel Rubin

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

Rudolph J. Santoro

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

Thomas J. Tobin

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

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

Christian C. Yegen

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

NEOs Who Are Directors

Kevin M. O’Connor

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

Howard H. Nolan

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

NEOs Who Are Not Directors

James J. Manseau

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

Kevin L. Santacroce

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

John M. McCaffery

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

DIRECTOR NOMINATIONS