PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our other named executive officers and certain financial performance of the Corporation. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Corporation’s

pay-for-performance

philosophy and how the Corporation aligns executive compensation with the Corporation’s performance, refer to “Compensation Discussion and Analysis” beginning on page 31 of this Proxy Statement.


Year	Summary Compensation Table Total for CEO ($)(1)			Compensation			Average Summary Compensation Table Total			Average Compensation Actually Paid to Other NEOs ($)(4)			Value of Initial Fixed $100 Investment Based on:						Net Income ($)			Adjusted ROE (%)(6)
Year	Summary Compensation Table Total for CEO ($)(1)			Actually Paid to CEO ($)(2)			Compensation for Other NEOs ($)(3)			Average Compensation Actually Paid to Other NEOs ($)(4)			Corporation TSR ($)			KBW Index TSR ($)(5)			Net Income ($)			Adjusted ROE (%)(6)

2024		$	10,929,786		$	21,250,495		$	3,975,228		$	6,725,032		$	113.12		$	132.60		$	2,031		13.7

2023			10,174,760			11,222,036			5,362,543			5,382,367			90.05			96.65			1,107		12.1

2022			10,816,639			4,016,997			5,671,222			2,404,602			90.98			97.52			1,336		14.8

2021			10,449,233			18,479,485			4,381,631			6,913,472			119.42			124.06			1,545		13.9

2020			9,189,814			4,352,289			3,947,748			2,088,995			90.71			89.69			1,209		11.2

(1) Mr. O’Grady was CEO for each of the covered years.

(2) Amounts reported in this column are based on total compensation reported for our CEO in the Summary Compensation Table. Adjustments to the compensation reported in the Summary Compensation Table for performance year 2024 are shown in the table below. Adjustments for the 2020-2023 performance years may be found in the Proxy Statement related to our 2024 Annual Meeting of Stockholders. The fair value of equity awards was computed in accordance with the Corporation’s methodology used for financial reporting purposes.


		2024

	Total compensation as reported in the Summary Compensation Table	$	10,929,786

Subtract	Change in pension values reported in the Summary Compensation Table for covered fiscal year		(137,067	)

Subtract	Fair value of equity awards granted during covered fiscal year		(7,700,038	)

Add	Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year		107,687

Add	Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end		12,678,006

Add	Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting		149,358

Add	Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year		1,381,852

Add	Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year		4,171,160

Subtract	Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year		(330,249	)

Subtract	Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year		—

Equals	Compensation Actually Paid to CEO	$	21,250,495

(3) For 2024, our other named executive officers were Messrs. Cherecwich, Fox, Fradkin, Gamba, and Tyler. For 2023, our other named executive officers were Messrs. Cherecwich, Fradkin, Gamba, and Tyler. For 2022, our other named executive officers were Messrs. Cherecwich, Fradkin, Tyler, and Shundrawn Thomas and Alexandria Taylor. For 2021 and 2020, our other named executive officers were Messrs. Cherecwich, Fradkin, Thomas, and Tyler.

(4) Amounts reported in this column are based on the average of the total compensation reported for our other named executive officers in the Summary Compensation Table. Adjustments to the compensation reported in the Summary Compensation Table for performance year 2024 are shown in the table below. Adjustments for the 2020-2023 performance

years

may be found in the Proxy Statement related to our 2024 Annual Meeting of Stockholders. The fair value of equity awards was computed in accordance with the Corporation’s methodology used for financial reporting purposes.


		2024

	Total compensation as reported in the Summary Compensation Table	$	3,975,228

Subtract	Change in pension values reported in the Summary Compensation Table for covered fiscal year		(81,348	)

Subtract	Fair value of equity awards granted during covered fiscal year		(2,213,784	)

Add	Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year		41,721

Add	Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end		3,625,966

Add	Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting		26,810

Add	Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year		345,355

Add	Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year		1,079,612

Subtract	Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year		(74,528	)

Subtract	Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year		—

Equals	Compensation Actually Paid to Named Executive Officers	$	6,725,032

(5) The KBW Index is a modified-capitalization-weighted index made up of 24 of the largest banking companies in the United States. The Corporation is included in the KBW Index.

(6) For an explanation and reconciliation of ROE to Adjusted ROE, see page 52 of this Proxy Statement.

Named Executive Officers, Footnote

For 2024, our other named executive officers were Messrs. Cherecwich, Fox, Fradkin, Gamba, and Tyler. For 2023, our other named executive officers were Messrs. Cherecwich, Fradkin, Gamba, and Tyler. For 2022, our other named executive officers were Messrs. Cherecwich, Fradkin, Tyler, and Shundrawn Thomas and Alexandria Taylor. For 2021 and 2020, our other named executive officers were Messrs. Cherecwich, Fradkin, Thomas, and Tyler.

PEO Total Compensation Amount

$ 10,929,786

$ 10,174,760

$ 10,816,639

$ 10,449,233

$ 9,189,814

Adjustment To PEO Compensation, Footnote

(2) Amounts reported in this column are based on total compensation reported for our CEO in the Summary Compensation Table. Adjustments to the compensation reported in the Summary Compensation Table for performance year 2024 are shown in the table below. Adjustments for the 2020-2023 performance years may be found in the Proxy Statement related to our 2024 Annual Meeting of Stockholders. The fair value of equity awards was computed in accordance with the Corporation’s methodology used for financial reporting purposes.


		2024

	Total compensation as reported in the Summary Compensation Table	$	10,929,786

Subtract	Change in pension values reported in the Summary Compensation Table for covered fiscal year		(137,067	)

Subtract	Fair value of equity awards granted during covered fiscal year		(7,700,038	)

Add	Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year		107,687

Add	Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end		12,678,006

Add	Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting		149,358

Add	Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year		1,381,852

Add	Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year		4,171,160

Subtract	Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year		(330,249	)

Subtract	Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year		—

Equals	Compensation Actually Paid to CEO	$	21,250,495

Non-PEO NEO Average Compensation Actually Paid Amount

$ 6,725,032

5,382,367

2,404,602

6,913,472

2,088,995

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

Financial Performance Measures

As discussed in “Compensation Discussion and Analysis,” our executive compensation program and compensation decisions reflect the guiding principles of being linked to long-term performance and aligned with stockholder interests. The metrics used within our incentive plans are selected to support these objectives. The following were the most important financial performance measures, as determined by the Corporation, to link executive compensation actually paid to the Corporation’s named executive officers to the Corporation’s performance for the most recently completed fiscal year:

●

Total Shareholder Return (“TSR”)

●

Adjusted ROE

●

Pre-tax

Income