DEF: Dime Community Bancshares Announces Upcoming Annual Shareholder Meeting

Dime Community Bancshares sets virtual annual meeting for May 22, 2025, to elect directors, ratify auditor, and advise on executive compensation.

Summary

• Dime Community Bancshares, Inc. will hold its Annual Meeting of Shareholders virtually on May 22, 2025, at 10:00 a.m. Eastern Time.
• Shareholders can participate online at www.virtualshareholdermeeting.com/DCOM2025.
• The meeting will address the election of 11 directors, ratification of Crowe LLP as the independent accounting firm for the year ending December 31, 2025, and a non-binding advisory vote on executive compensation.
• The Board of Directors recommends voting FOR all three proposals.
• The record date for determining shareholders eligible to vote is March 25, 2025.
• The proxy materials are available online starting April 7, 2025.
• Alliance Advisors has been hired to assist in soliciting proxies for a fee of $8,000 plus expenses.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong performance metrics and strategic initiatives. The board's recommendations and the company's focus on governance and risk management contribute to a favorable sentiment.

Positives

• The Board recommends voting FOR all proposals, indicating confidence in the company's direction.
• The company received an Outstanding overall CRA rating, including Outstanding ratings on the Lending, Investment, and Service tests.
• The company's total return to shareholders during 2024 of 18.5%, was in the top quartile of the company's Compensation Peer Group.
• The company hired deposit gathering teams that raised approximately $1.8 billion of core deposits.

Negatives

• Michael P. Devine will retire on April 24, 2025, reducing the board size to 11 members.
• The 2022 LTIP Adjusted Return on Average Tangible Common Equity metric fell below the Threshold level due to the significant change in the macroeconomic environment with the Federal Reserve increasing the level of market interest rates significantly.

Risks

• The advisory vote on executive compensation is non-binding, so the Board is not obligated to act on the results.
• Cybersecurity and risk management remain a priority, indicating ongoing threats.
• The company is exposed to risks associated with the financial industry, including credit risk, compliance risk, and market risk.

Future Outlook

The company aims to build a high-quality deposit franchise that funds a diversified asset base, capitalizing on market disruptions and expanding into new business initiatives.

Management Comments

• The Companys Board of Directors has determined that an affirmative vote on the three matters to be considered at the Annual Meeting is in the best interests of the Company and its shareholders and unanimously recommends a vote FOR each of those matters.

Industry Context

The document reflects trends in the banking industry, including the importance of deposit growth, balance sheet diversification, and regulatory compliance. The company's focus on commercial lending and community reinvestment aligns with industry best practices.

Comparison to Industry Standards

• The company compares its performance to a compensation peer group of 22 companies with asset sizes ranging from $8.75 billion to $30 billion, primarily located in the Northeast, New England, and Mid-Atlantic regions.
• The company's CRE concentration ratio is being actively managed to reduce risk, aligning with regulatory expectations for regional banks.
• The company's executive compensation program is designed to be competitive with market practices, using data from peer companies to inform decisions on pay levels and design.
• The company's total return to shareholders during 2024 of 18.5%, was in the top quartile of the company's Compensation Peer Group.

Management Changes

Corporate Governance

Related Party Transactions

• The Bank had two residential mortgage loans to two directors, two residential mortgage loans to two executive officers, and one commercial real estate loan to an entity controlled by one of our directors.
• All five loans were made in the ordinary course of business, on substantially the same terms, including the interest rate (other than the discounted interest rate under the employee discount rate program described above) and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and did not involve more than the normal risk of collectability or present other unfavorable features.

Stakeholder Impact

• Shareholders are encouraged to participate in the Annual Meeting and vote on key proposals.
• Employees benefit from the company's commitment to health, wellness, and professional development.
• Customers benefit from the company's focus on community reinvestment and fair access to capital.
• The company's strong financial performance and risk management practices contribute to the stability of the institution and its ability to serve stakeholders.

Next Steps

• Shareholders are urged to vote by internet, telephone, or mail as soon as possible.
• The Board of Directors will consider the outcome of the advisory vote on executive compensation when making future decisions.
• The company will continue to monitor and manage risks related to cybersecurity, regulatory compliance, and market conditions.

Key Dates

Keywords

Annual Meeting, Shareholders, Directors, Executive Compensation, Proxy Statement, Voting, Crowe LLP, Governance, Dime Community Bancshares, Compensation