Stock-Related Benefit Plans

12 Months Ended

Dec. 31, 2019

NOTE 15: STOCK-RELATED BENEFIT PLANS

New York Community Bank Employee Stock Ownership Plan

All full-time employees who have attained 21 years of age and have completed twelve consecutive months of credited service are eligible to participate in the ESOP, with benefits vesting on a six-year basis, starting with 20% in the second year of employment and continuing in 20% increments in each successive year. Benefits are payable upon death, retirement, disability, or separation from service, and may be paid in stock. However, in the event of a change in control, as defined in the ESOP, any unvested portion of benefits shall vest immediately.

In 2019, 2018, and 2017, the Company allocated 349,356, 529,531, and 695,675 shares, respectively, to participants in the ESOP. For the years ended December 31, 2019, 2018, and 2017, the Company recorded ESOP-related compensation expense of $4.2 million, $5.0 million, and $9.2 million, respectively.

Supplemental Executive Retirement Plan

The

Bank

has

established a Supplemental Executive Retirement Plan (“SERP”), which provided additional unfunded,

non-qualified

benefits to certain participants in the ESOP in the form of Company common stock. The SERP was frozen in 1999. Trust-held assets, consisting entirely of Company common stock, amounted to 2,046,449 and 1,929,189 shares, respectively, at December 31, 2019 and 2018, including shares purchased through dividend reinvestment. The cost of these shares is reflected as a reduction of

paid-in

capital in excess of par in the Consolidated Statements of Condition.

Stock Based Compensation

At December 31, 2019, the Company had a total of 2,507,490 shares available for grants as restricted stock, options, or other forms of related rights under the 2012 Stock Incentive Plan, which was approved by the Company’s shareholders at its Annual Meeting on June 7, 2012. The Company granted 2,031,198 shares of restricted stock, with an average fair value of $10.45 per share on the date of grant, during the twelve months ended December 31, 2019.

During 2018 and 2017, the Company granted 2,543,023 shares and 2,956,249 shares, respectively, of restricted stock, which had average fair values of $13.50 and $15.16 per share on the respective grant dates. The shares of restricted stock that were granted during the years ended December 31, 2019, 2018, and 2017 vest over a period of five years. Compensation and benefits expense related to the restricted stock grants is recognized on a straight-line basis over the vesting period and totaled $30.9 million, $36.3 million, and $36.0 million, respectively, for the years ended December 31, 2019, 2018, and 2017.

The following table provides a summary of activity with regard to restricted stock awards in the year ended December 31, 2019:


	For the Year Ended December 31, 2019
	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at beginning of year		6,904,388			$ 14.74
Granted		2,031,198			10.45
Vested		(2,203,895	)		15.18
Canceled		(215,590	)		12.89

Unvested at end of year		6,516,101			13.31

As of December 31, 2019, unrecognized compensation cost relating to unvested restricted stock totaled $63.3 million. This amount will be recognized over a remaining weighted average period of 2.7 years.

In addition, during the twelve months ended December 31, 2019, the Company granted 418,674 Performance-Based Restricted Stock Units (“PSUs”). The PSUs have a performance period of January 1, 2019 to December 31, 2021 and vest on April 1, 2022, subject to adjustment or forfeiture, based upon the achievement by the Company of certain performance standards. Compensation and benefits expense related to PSUs is recognized using the fair value as of the date the units were approved, on a straight-line basis over the vesting period and totaled $1.1

million

for the twelve months ended December 31, 2019, respectively. As of December 31, 2019, the Company believes it is probable that the performance conditions will be met.