IV. 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 SEC Regulation S-K, the Company is providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, see Compensation Discussion and Analysis.

The following table reports the compensation of our CEO and the average compensation of the other named executive officers (the “Other NEOs”) as reported in the Summary Compensation Table (“SCT”) for the past five fiscal years, as well as their “compensation actually paid” (or “CAP”) as calculated pursuant to recently adopted SEC rules, and certain performance measures required by the rules.


											Value of Initial Fixed $00 Investment Based On:
	SCT Total for CEO1	CAP to CEO2	SCT Total for CEO1	CAP to CEO2	SCT Total for CEO1	CAP to CEO2	SCT Total for CEO1	CAP to CEO2	Average SCT Total for Other NEOs1	Average CAP to Other NEOs2	Total Shareholder Return3	S&P U.S. BMI Bank Index	Net (Loss) Income4	Diluted EPS5
Year	(Mr. Otting)	(Mr. Otting)	(Mr. Dinello)	(Mr. Dinello)	(Mr. Cangemi)	(Mr. Cangemi)	(Mr. Ficalora)	(Mr. Ficalora)	($)	($)	($)	($)	($ in millions)	($)
2024	34,817,072	28,467,075	13,122,666	12,355,928	258,188	(8,096,879)	—	—	5,300,456	3,729,311	34.14	143.68	(1,118)	(3.49)
2023	—	—	—	—	4,837,091	6,324,186	—	—	1,918,769	2,473,292	110.61	107.32	(79)	(0.49)
2022	—	—	—	—	6,280,354	4,408,948	—	—	4,504,698	3,471,410	87.19	98.38	650	3.77
2021	—	—	—	—	8,652,305	9,452,320	—	—	2,653,231	2,993,324	115.54	118.61	596	1.20
2020	—	—	—	—	—	—	5,095,874	(6,769,897)	2,607,607	2,383,152	94.18	87.24	511	1.02

(1)

Joseph Otting, Alessandro DiNello, and Thomas R. Cangemi were CEO in 2024. Thomas R. Cangemi was the CEO for 2023, 2022 and 2021, and Joseph R. Ficalora was the CEO for 2020. The Non-CEO Named Executive Officers (NEOs) for 2024 are Bao Nguyen, Craig Gifford, John J. Pinto, Lee Smith, Reginald Davis, and Richard Raffetto. The Non-CEOs for 2023 were John J. Pinto, John T. Adams, Lee Smith, and Reginald Davis. The Non-CEOs for 2022 were Robert Wann, John J. Pinto, John T. Adams, Lee Smith, and Reginald Davis. The Non-CEOs for 2021 were Robert Wann, John J. Pinto, John T. Adams, and R. Patrick Quinn. The Non-CEOs for 2020 were Robert Wann, Thomas R. Cangemi, John J. Pinto and John T. Adams.

(2)

The amounts reported in these columns represent the amount of Compensation Actually Paid to Joseph Otting, Alessandro DiNello, and Thomas R. Cangemi, and average amount of Compensation Actually Paid to Other NEO’s as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Otting, Mr. DiNello, Mr. Cangemi and the Other NEO’s during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the SCT to determine the Compensation Actually Paid:


	CEO MR. OTTING	CEO MR. DINELLO	CEO MR. CANGEMI	AVERAGE OF OTHER NEO’S
ADJUSTMENTS	2024	2024	2024	2024
Total Compensation as reported in the Summary Compensation Table ("SCT")	$34,817,072	$13,122,666	$258,188	$5,300,456
Pension values as reported in SCT	$—	$—	$—	$—
Fair value of equity awards granted during fiscal year	$(31,500,000)	$(12,672,666)	$—	$(3,966,667)
Pension value attributable to current years’ service and any change in pension value attributable to plan amendments made in current year	$—	$—	$—	$—
Fair value of equity compensation granted in current year - value at year-end	$19,625,011	$11,905,928	$—	$3,731,648
Dividends paid on stock in the covered fiscal year prior the vesting date that are not otherwise included in the total compensation for the covered fiscal year	$—	$—	$—	$1,489
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year	$—	$—	$—	$(675,550)
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year	$—	$—	$(13,386)	$(237,324)
Fair value of Awards granted and vested in current fiscal year	$5,524,991	$—	$—	$—
Fair value of awards forfeited in current fiscal year determined at the end of prior fiscal year	$—	$—	$(7,747,238)	$(389,380)
Forfeited dividends	$—	$—	$(594,443)	$(35,362)
Compensation Actually Paid	$28,467,075	$12,355,928	$ (8,096,879)	$3,729,311

(3)

The Peer Group TSR set forth in this table utilizes the S&P U.S. BMI Banks Index (assuming reinvestment of all dividends), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the company and in the S&P U.S. BMI Banks Index, respectively, and assumes reinvestment of all dividends. Historical stock performance is not necessarily indicative of future stock performance.

(4)	2024 Net (loss) income as reported on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

(5)	Diluted EPS amounts for 2021 and 2020 have not been adjusted to reflect the impact of the one-for-three reverse stock split announced by the Company on June 27, 2024, that was effective July 11, 2024.

Named Executive Officers, Footnote

(1)

Joseph Otting, Alessandro DiNello, and Thomas R. Cangemi were CEO in 2024. Thomas R. Cangemi was the CEO for 2023, 2022 and 2021, and Joseph R. Ficalora was the CEO for 2020. The Non-CEO Named Executive Officers (NEOs) for 2024 are Bao Nguyen, Craig Gifford, John J. Pinto, Lee Smith, Reginald Davis, and Richard Raffetto. The Non-CEOs for 2023 were John J. Pinto, John T. Adams, Lee Smith, and Reginald Davis. The Non-CEOs for 2022 were Robert Wann, John J. Pinto, John T. Adams, Lee Smith, and Reginald Davis. The Non-CEOs for 2021 were Robert Wann, John J. Pinto, John T. Adams, and R. Patrick Quinn. The Non-CEOs for 2020 were Robert Wann, Thomas R. Cangemi, John J. Pinto and John T. Adams.

Adjustment To PEO Compensation, Footnote

(2)

The amounts reported in these columns represent the amount of Compensation Actually Paid to Joseph Otting, Alessandro DiNello, and Thomas R. Cangemi, and average amount of Compensation Actually Paid to Other NEO’s as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Otting, Mr. DiNello, Mr. Cangemi and the Other NEO’s during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the SCT to determine the Compensation Actually Paid:


	CEO MR. OTTING	CEO MR. DINELLO	CEO MR. CANGEMI	AVERAGE OF OTHER NEO’S
ADJUSTMENTS	2024	2024	2024	2024
Total Compensation as reported in the Summary Compensation Table ("SCT")	$34,817,072	$13,122,666	$258,188	$5,300,456
Pension values as reported in SCT	$—	$—	$—	$—
Fair value of equity awards granted during fiscal year	$(31,500,000)	$(12,672,666)	$—	$(3,966,667)
Pension value attributable to current years’ service and any change in pension value attributable to plan amendments made in current year	$—	$—	$—	$—
Fair value of equity compensation granted in current year - value at year-end	$19,625,011	$11,905,928	$—	$3,731,648
Dividends paid on stock in the covered fiscal year prior the vesting date that are not otherwise included in the total compensation for the covered fiscal year	$—	$—	$—	$1,489
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year	$—	$—	$—	$(675,550)
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year	$—	$—	$(13,386)	$(237,324)
Fair value of Awards granted and vested in current fiscal year	$5,524,991	$—	$—	$—
Fair value of awards forfeited in current fiscal year determined at the end of prior fiscal year	$—	$—	$(7,747,238)	$(389,380)
Forfeited dividends	$—	$—	$(594,443)	$(35,362)
Compensation Actually Paid	$28,467,075	$12,355,928	$ (8,096,879)	$3,729,311

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,729,311

2,473,292

3,471,410

2,993,324

2,383,152

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid¹ compared to TSR:

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid¹ compared to Diluted EPS²:

Tabular List, Table

Financial Performance Measures

The metrics that the Company uses for short- and long-term incentive plans are selected to drive the creation of shareholder value through positive business results. The most important financial performance measures used by the Company to link Compensation Actually Paid to NEOs to the Company’s performance for the most recently completed fiscal year are:

•	Total Shareholder Return

•	Net (Loss) Income

•	Diluted Earnings Per Share

Peer Group Total Shareholder Return Amount

143.68

107.32

98.38

118.61

87.24

Company Selected Measure Amount | $ / shares

(3.49)

(0.49)

3.77

1.2

1.02

Name

Total Shareholder Return