DEF 14A: Dime Community Bancshares Seeks Shareholder Approval for Director Elections, Auditor Ratification, Executive Pay, and Equity Incentive Plan Amendment

Dime Community Bancshares invites shareholders to its virtual Annual Meeting on May 23, 2024, to vote on key proposals including the election of directors, ratification of the auditor, executive compensation, and an amendment to the equity incentive plan.

Summary

• Dime Community Bancshares, Inc. is holding its Annual Meeting of Shareholders virtually on May 23, 2024, to vote on four key proposals.
• The first proposal involves the election of 12 directors to the Company's Board of Directors for a one-year term.
• The second proposal seeks the ratification of Crowe LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024.
• The third proposal is a non-binding advisory vote on the compensation of the Company's Named Executive Officers.
• The fourth proposal is to approve additional shares for the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan.
• The Board of Directors unanimously recommends a vote FOR each of these proposals.
• The record date for determining shareholders eligible to vote at the Annual Meeting is March 28, 2024.
• The company highlights its performance in 2023, including deposit growth of over $276 million and an increase in on-balance sheet liquidity to $1.94 billion.
• The company also notes a reduction in non-insured deposits to 29% of total deposits and stable asset quality metrics.
• The company's Tier 1 Common Equity Ratio grew from 9.15% to 9.84% and Total Risk-Based Capital grew from 12.89% to 13.54% during 2023.
• The company increased its quarterly common stock dividend by 4.2% from $0.24 to $0.25 per share.
• The company's adjusted non-interest expense to average assets ratio was 1.45% for fiscal year 2023.
• The company hired 7 deposit-focused teams from former Signature Bank and First Republic Bank, onboarding over 1,000 clients and growing deposits by approximately $333 million.
• The company made significant enhancements to its technology offerings, including a new digital banking platform and an escrow management platform.
• The Bank maintained an overall Community Reinvestment Act rating of Outstanding.

Sentiment

Score: 7

Explanation: The document presents a balanced view, highlighting both positive performance metrics and challenges faced by the company. The overall tone is optimistic, with a focus on future growth and shareholder value.

Positives

• The company grew total deposits by over $276 million in 2023.
• The company increased its on balance sheet liquidity to $1.94 billion.
• The company reduced its level of non-insured deposits to 29% of total deposits.
• The company's asset quality metrics remained stable, with non-performing loans representing only 0.27% of total assets.
• The company prudently grew all of its risk-based regulatory capital ratios.
• The company announced an increase in its quarterly common stock dividend by 4.2%.
• The company maintained its strong focus on expense discipline, with an adjusted non-interest expense to average assets ratio of 1.45%.
• The company hired 7 deposit-focused teams from former Signature Bank and the former First Republic Bank, growing deposits by approximately $333 million.
• The company made significant enhancements to its technology offerings.
• The Bank maintained an overall Community Reinvestment Act rating of Outstanding.

Negatives

• The company's stock price performance was below its Peer Group for calendar year 2023, declining 15.4% compared to a median decline of 9.0% for the Peer Group.

Risks

• The company faces various strategic, operating, compliance, reputational, technological, cybersecurity and financial risks.
• The company's future performance is subject to economic headwinds and market conditions.

Future Outlook

The company's strategic plan focuses on growing deposits and diversifying the balance sheet to create long-term shareholder value.

Management Comments

• The Company continued to execute on our growth plan despite industry-wide challenges.
• We have 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.
• Mr. Lubow's vision for growing and diversifying the Company should be a positive for all of our stakeholders over time.

Industry Context

The document references the failure of several regional banks in 2023 and highlights the company's efforts to strengthen its balance sheet in response to these events.

Comparison to Industry Standards

• The company's adjusted non-interest expense to average assets ratio of 1.45% is compared to the Peer Group median of 1.98%.
• The company's level of non-insured deposits was reduced to 29% of total deposits at December 31, 2023 versus 33% at December 31, 2022.
• The document references a compensation peer group of banks with asset sizes ranging from $8.5 billion to $30 billion, with a median of $13.9 billion.
• The document references a peer group of banks in the New York/New Jersey metropolitan area for deposit franchise quality comparisons.

Management Changes

Corporate Governance

Related Party Transactions

• The Bank had three residential mortgage loans to three directors, two residential mortgage loans to two executive officers, and one commercial real estate loan to an entity controlled by one of our directors.
• W.F. McCoy Petroleum Products, an entity controlled by Director McCoy, supplied heating oil and burner service to the Banks branch located in Bridgehampton, New York, for which the Bank paid $49,000.

Stakeholder Impact

• Shareholders are being asked to vote on key proposals that will impact the company's governance, executive compensation, and equity incentive plan.
• Employees and directors are impacted by changes to the equity incentive plan and executive compensation structure.
• Customers may be impacted by the company's strategic plan to grow deposits and diversify the balance sheet.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The Board of Directors will consider the results of the advisory vote on executive compensation when making future compensation decisions.
• The Compensation Committee intends to meet after shareholder approval to determine the specific terms of the awards, including the allocation of awards to officers, employees and non-employee directors.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Executive Compensation, Equity Incentive Plan, Director Elections, Auditor Ratification, Corporate Governance, Financial Performance, Dime Community Bancshares