Dime Community Bancshares, Inc. Announces Annual Meeting of Shareholders

Ticker: DCOMG · Form: DEF 14A · Filed: Apr 10, 2024 · CIK: 846617

Dime Community Bancshares, Inc. /Ny/ DEF 14A Filing Summary
FieldDetail
CompanyDime Community Bancshares, Inc. /Ny/ (DCOMG)
Form TypeDEF 14A
Filed DateApr 10, 2024
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$0.01, $8,000
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Meeting, Virtual Meeting, Dime Community Bancshares

TL;DR

<b>Dime Community Bancshares, Inc. will hold its virtual Annual Meeting of Shareholders on May 23, 2024, with the Board recommending a 'FOR' vote on all matters.</b>

AI Summary

Dime Community Bancshares, Inc. /NY/ (DCOMG) filed a Proxy Statement (DEF 14A) with the SEC on April 10, 2024. The Annual Meeting of Shareholders for Dime Community Bancshares, Inc. will be held virtually on May 23, 2024, at 10:00 a.m. Eastern Time. Shareholders can participate online, vote electronically, and submit questions by visiting www.virtualshareholdermeeting.com/DCOM2024. The Board of Directors unanimously recommends a vote 'FOR' the four matters to be considered at the meeting. Crowe LLP has been appointed as the independent registered public accounting firm for the year ending December 31, 2024. The filing is a Definitive Proxy Statement (DEF 14A) filed on April 10, 2024.

Why It Matters

For investors and stakeholders tracking Dime Community Bancshares, Inc. /NY/, this filing contains several important signals. Shareholders need to be aware of the virtual format and the specific website for participation and voting. The Board's unanimous recommendation for all proposals indicates a unified management and board stance on the company's direction.

Risk Assessment

Risk Level: low — Dime Community Bancshares, Inc. /NY/ shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational concerns highlighted.

Analyst Insight

Shareholders should review the proxy materials to understand the proposals and cast their votes accordingly before the May 23rd meeting.

Key Numbers

  • 2024-05-23 — Annual Meeting Date (Date of the Annual Meeting of Shareholders.)
  • 10:00 a.m. Eastern Time — Annual Meeting Time (Time of the Annual Meeting of Shareholders.)
  • 2024 — Fiscal Year End (Fiscal year end for accounting purposes.)
  • 2023 — Year of Bank Failures (Mentioned in the context of industry challenges.)

Key Players & Entities

  • Dime Community Bancshares, Inc. (company) — Registrant and filer of the proxy statement.
  • May 23, 2024 (date) — Date of the Annual Meeting of Shareholders.
  • Crowe LLP (company) — Appointed independent registered public accounting firm.
  • April 10, 2024 (date) — Filing date of the proxy statement.
  • 1934 Act (regulatory) — Securities Exchange Act under which the filing is made.

FAQ

When did Dime Community Bancshares, Inc. /NY/ file this DEF 14A?

Dime Community Bancshares, Inc. /NY/ filed this Proxy Statement (DEF 14A) with the SEC on April 10, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Dime Community Bancshares, Inc. /NY/ (DCOMG).

Where can I read the original DEF 14A filing from Dime Community Bancshares, Inc. /NY/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Dime Community Bancshares, Inc. /NY/.

What are the key takeaways from Dime Community Bancshares, Inc. /NY/'s DEF 14A?

Dime Community Bancshares, Inc. /NY/ filed this DEF 14A on April 10, 2024. Key takeaways: The Annual Meeting of Shareholders for Dime Community Bancshares, Inc. will be held virtually on May 23, 2024, at 10:00 a.m. Eastern Time.. Shareholders can participate online, vote electronically, and submit questions by visiting www.virtualshareholdermeeting.com/DCOM2024.. The Board of Directors unanimously recommends a vote 'FOR' the four matters to be considered at the meeting..

Is Dime Community Bancshares, Inc. /NY/ a risky investment based on this filing?

Based on this DEF 14A, Dime Community Bancshares, Inc. /NY/ presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational concerns highlighted.

What should investors do after reading Dime Community Bancshares, Inc. /NY/'s DEF 14A?

Shareholders should review the proxy materials to understand the proposals and cast their votes accordingly before the May 23rd meeting. The overall sentiment from this filing is neutral.

How does Dime Community Bancshares, Inc. /NY/ compare to its industry peers?

The banking sector faced significant challenges in 2023 due to regional bank failures, impacting the broader financial industry.

Are there regulatory concerns for Dime Community Bancshares, Inc. /NY/?

The filing is made under the Securities Exchange Act of 1934, requiring public companies to provide shareholders with information for voting decisions.

Risk Factors

  • Regulatory Environment [medium — regulatory]: The filing mentions industry-wide challenges precipitated by regional bank failures in 2023, indicating a potentially challenging regulatory and economic environment.

Industry Context

The banking sector faced significant challenges in 2023 due to regional bank failures, impacting the broader financial industry.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to provide shareholders with information for voting decisions.

What Investors Should Do

  1. Review the proxy statement for details on the four proposals to be voted on.
  2. Register and log in to the virtual meeting portal at www.virtualshareholdermeeting.com/DCOM2024 by May 23, 2024.
  3. Cast votes electronically during or before the Annual Meeting.

Key Dates

  • 2024-05-23: Annual Meeting of Shareholders — Shareholders will vote on company matters and hear updates.
  • 2024-04-10: Filing Date — Definitive Proxy Statement filed with the SEC.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard proxy statement for an annual meeting, and does not contain comparative financial data from a previous filing within this document.

Filing Stats: 4,667 words · 19 min read · ~16 pages · Grade level 12.3 · Accepted 2024-04-10 15:48:34

Key Financial Figures

  • $0.01 — and outstanding common stock, par value $0.01 per share (the "Common Stock"), for use
  • $8,000 — proxies and has agreed to pay a fee of $8,000, plus expenses, for their services. Int

Filing Documents

SECURITY OWNERSHIP OF CERTAIN

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 3 Principal Shareholders of the Company 3

Security Ownership of Management

Security Ownership of Management 5 PROPOSAL 1. — ELECTION OF DIRECTORS 7 General 7 Information as to Nominees 7 Independence of Nominees 11 Experience of Nominees 11 DIRECTOR NOMINATIONS 12 Recent Director Appointments 12 PROCEDURES FOR THE NOMINATION OF DIRECTORS BY SHAREHOLDERS 13 SHAREHOLDER COMMUNICATIONS WITH THE BOARD 13 CODE OF ETHICS 13 BOARD MEETINGS AND COMMITTEES 14 BOARD LEADERSHIP AND RISK OVERSIGHT 14 Board Leadership Structure 14 The Role of the Board in Risk Oversight 14 THE AUDIT COMMITTEE 15 AUDIT COMMITTEE REPORT 15 THE COMPENSATION COMMITTEE 16 Compensation Committee Interlocks and Insider Participation 17 THE CORPORATE GOVERNANCE COMMITTEE 17 DIRECTOR COMPENSATION 17 General 17 Compensation Paid to Board Members in 2023 17 Directors' Stock Purchase Program 18 Director Summary Compensation Table 18 Board Diversity 19 ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS 19 EXECUTIVE OFFICERS 22 COMPENSATION DISCUSSION AND ANALYSIS 24

Executive Compensation

Executive Compensation 24 CEO Succession 25 Key Performance Highlights 2023 25 Compensation Philosophy and Objectives 28 2023 Executive Pay and Performance Alignment 29 Market Data Usage 31 2023 Shareholder Advisory Vote on 2022 Executive Compensation 32 2023 Compensation Decisions 32 Base Salary 33 2023 Incentive Opportunity 34 2023 Annual (Cash) Incentive Plan ("2023 AIP") 34 2023 Long-Term (Equity) Incentive Plan ("2023 LTIP") 38 i TABLE OF CONTENTS Table of Contents cont. 2021 LTIP Summary of Results 40 Performance-Based, Promotion Equity Awards 40 Perquisites and Other Personal Benefits 41 Retirement and Other Benefits 41 Risk Assessment 42 Role of Management in Compensation Decisions 42 Clawback Policy 42 Stock Ownership Guidelines 43 Pledging and Anti-Hedging Policies 43 Compensation and Human Resources Committee Report 43 SUMMARY COMPENSATION TABLE 44 EMPLOYMENT AGREEMENTS 45 GRANTS OF PLAN BASED AWARDS 47 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 48 OPTIONS EXERCISES AND STOCK VESTED 49 PENSION BENEFITS 50 NONQUALIFIED DEFERRED COMPENSATION 50 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 51 CEO PAY RATIO 52 PAY VERSUS PERFORMANCE DISCLOSURE 53 DELINQUENT SECTION 16(a) REPORTS 59 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 59 PROPOSAL 2. — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 60 PROPOSAL 3. — NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 61 PROPOSAL 4. — APPROVAL OF ADDITIONAL SHARES FOR THE DIME COMMUNITY BANCSHARES, INC. 2021 EQUITY INCENTIVE PLAN 61 SHAREHOLDER PROPOSALS UNDER SEC RULES 66 ADVANCE NOTICE OF BUSINESS OR NOMINATIONS TO BE BROUGHT BEFORE AN ANNUAL MEETING 66 OTHER MATTERS 66 HOUSEHOLDING 66 ANNUAL REPORT 67 APPENDIX A: AMENDMENT TWO TO DIME COMMUNITY BANCSHARES, INC. 2021 EQUITY INCENTIVE PLAN A-1 APPENDIX B: REC

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Principal Shareholders of the Company Persons and groups who beneficially own in excess of five percent of the Common Stock are required to file certain reports with the Company and the Securities and Exchange Commission ("SEC") regarding such beneficial ownership. The following table sets forth, as of the Record Date, certain information as to the shares of Common Stock owned by persons who beneficially own more than five percent of the issued and outstanding shares of Common Stock. We know of no persons, except as listed below, who beneficially owned more than five percent of the outstanding shares of Common Stock as of the Record Date. Except for the column titled "Percent of Outstanding Shares," and as otherwise indicated, the information provided in the table was obtained from filings with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Addresses provided are those listed in the filings as the address of the person authorized to receive notices and communications. For purposes of the table below and the table set forth under "Security Ownership of Management," in accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of Common Stock: (1) over which he or she has or shares, directly or indirectly, voting or investment power, and (2) of which he or she has the right to acquire beneficial ownership at any time within 60 days of the Record Date. As used herein, "voting power" includes the power to vote, or direct the voting of, Common Stock and "investment power" includes the power to dispose, or direct the disposition, of such shares. Unless otherwise noted, each beneficial owner has sole voting and sole investment power over the shares beneficially owned. 3 TABLE OF CONTENTS Name and Address of Beneficial Owner Number of Shares Owned and Nature of Beneficial Percent of Outstanding Sh

Security Ownership of Management

Security Ownership of Management The following table sets forth information as of the Record Date with respect to the shares of Common Stock beneficially owned by each of the Company's directors and the principal executive officer, principal financial officer and three most highly compensated executive officers (other than the principal executive and principal financial officer) of the Company (the "Named Executive Officers"), certain other executive officers, and all of the Company's directors and executive officers as a group. Except as otherwise indicated, each person and each group shown in the table has sole voting and investment power with respect to the shares of Common Stock indicated. The Company's Insider Trading and Confidentiality of Information Policy prohibits directors and executive officers from pledging Common Stock as collateral for any loan. Name of Beneficial Owner Position Number of Shares Owned and Nature of Beneficial Percent of Outstanding Shares (2) Kenneth J. Mahon Director, Chairman of the Board 279,179 (3) * Paul M. Aguggia Director 10,832 (4) * Rosemarie Chen Director 28,052 (5) * Michael P. Devine Director 446,526 (6) 1.1% Judith H. Germano Director 3,681 (7) * Matthew A. Lindenbaum Director 1,892,050 (8) 4.9% Stuart H. Lubow Director, President and Chief Executive Officer 233,727 (9) * Albert E. McCoy, Jr. Director 205,477 (10) * Raymond A. Nielsen Director 42,856 (11) * Joseph J. Perry Director 53,479 (12) * Kevin Stein Director 27,216 (13) * Dennis A. Suskind Director 92,806 (14) * Michael J. Fegan Senior Executive Vice President and Chief Technology & Operations Officer 19,265 (15) * Conrad J. Gunther Senior Executive Vice President and Chief Lending Officer 68,128 (16) * Avinash Reddy Senior Executive Vice President and Chief Financial Officer 42,601 (17) * Patricia M. Schaubeck Executive Vice President and General Counsel 26,080 (18) * All directors and ex

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