DEF 14A 1 d518570ddef14a.htm DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the registrant ☒

Filed by a party other than the registrant ☐

Check the appropriate box:

☐ |  | Preliminary proxy statement |  | ☐ |  | Confidential, for Use of the Commission Only (as permitted by Rule 14-a6(e)(2))
☒ |  | Definitive proxy statement |  |
☐ |  | Definitive additional materials |  |
☐ |  | Soliciting material under Rule 14a-12 |  |

New York Community Bancorp, Inc.

(Name of Registrant as specified in its Charter)

Payment of filing fee (Check the appropriate box):

☒ |  | No fee required.
☐ |  | Fee computed on table below per Exchange Act Rule 14a-6(i)(4), and 0-11.
|  | (1) |  | Title of each class of securities to which transaction applies:
|  | (2) |  | Aggregate number of securities to which transactions applies:
|  | (3) |  | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
|  | (4) |  | Proposed maximum aggregate value of transaction:
|  | (5) |  | Total fee paid:
☐ |  | Fee paid previously with preliminary materials.
☐ |  | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
|  | (1) |  | Amount previously paid:
|  | (2) |  | Form, schedule or registration statement no.:
|  | (3) |  | Filing party:
|  | (4) |  | Date filed:

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Proxy Statement & Notice of Annual

Meeting of Shareholders

10:00 a.m. June 5, 2018

Sheraton LaGuardia East Hotel, Flushing, New York

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April 26, 2018

Fellow Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of New York Community Bancorp, Inc., the holding company for New York Community Bank and New York Commercial Bank. The Annual Meeting will be held on Tuesday, June 5, 2018 at 10:00 a.m., Eastern Daylight Time, at the Sheraton LaGuardia East Hotel, 135-20 39th Avenue, in Flushing, New York.

The attached Notice and Proxy Statement describe the formal business to be transacted at the Annual Meeting. Directors and officers of New York Community Bancorp, Inc., as well as representatives of KPMG LLP, the Company’s independent registered public accounting firm, will be present to respond to any questions you may have.

On April 26, 2018, under rules established by the Securities and Exchange Commission, we sent the majority of those shareholders who are eligible to vote at the Annual Meeting a notice that explains how to access their proxy materials and our 2017 Annual Report online, rather than receive them in traditional printed form. The notice also explains the simple steps our eligible shareholders can follow in order to vote their shares online. If you are among the shareholders who received the notice explaining this process and would prefer to receive your proxy materials in the traditional hard copy format, the notice also explains how to arrange to have the printed materials sent to you in the mail. If you are among those who received their proxy materials in printed form, rather than the notice, you may still access these materials and vote your shares online by going to the following website: www.proxydocs.com/NYCB and following the prompts.

To cast your vote, please sign, date, and return the enclosed proxy card promptly, or vote online or by telephone as instructed on the proxy card. As the holders of a majority of the common stock entitled to vote must be represented, either in person or by proxy, to constitute a quorum at the meeting, we would appreciate your timely response.

To be admitted to the Annual Meeting of Shareholders, a shareholder must present both an admission ticket and photo identification. Procedures for shareholder admission to the meeting are described in the informational section of this Proxy Statement on page 4 and also on page 57, where you also will find information about how you can expedite the delivery of future proxy solicitation materials and help reduce our preparation and distribution costs through online delivery.

On behalf of the Board of Directors, officers, and employees of New York Community Bancorp, we thank you for your continued interest and support.

Sincerely,

|  | Dominick Ciampa |  | Joseph R. Ficalora |  |
|  | Chairman of the Board |  | President and Chief Executive Officer |  |

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|  | MEETING NOTICE

NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS

OF NEW YORK COMMUNITY BANCORP, INC.

DATE AND TIME: |  | Tuesday, June 5, 2018 at 10:00 a.m., Eastern Daylight Time
PLACE: |  | Sheraton LaGuardia East Hotel 135-20 39th Avenue Flushing, New York
ITEMS OF BUSINESS: |  | 1)  The election of four directors to three-year terms;
|  | 2)  The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018;
|  | 3)  Approval, on a non-binding advisory basis, of New York Community Bancorp, Inc.’s Named Executive Officer compensation; and
|  | 4)  Such other matters as may properly come before the meeting or any adjournments thereof, including whether or not to adjourn the meeting.
WHO CAN VOTE: |  | You are entitled to vote if you were a shareholder of record at the close of business on Tuesday, April 10, 2018.
VOTING: |  | We urge you to participate in the meeting, either by attending and voting in person or by voting as promptly as possible by telephone, through the Internet, or by mailing your completed proxy card (or voting instruction form, if you hold your shares through a broker, bank, or other nominee). Each share is entitled to one vote on each matter to be voted upon at the annual meeting. Your vote is important and we urge you to exercise your right to cast it.
MEETING ADMISSION: |  | If you plan to attend the meeting, you must provide evidence that you are eligible to do so. Please follow the instructions set forth in response to the question “What is the admission policy for the Annual Meeting?” on page 4 of the Proxy Statement.
2017 ANNUAL REPORT: |  | A copy of our 2017 Annual Report to Shareholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2017, accompanies this Notice and Proxy Statement.
DATE OF DISTRIBUTION: |  | This Notice, the Proxy Statement, and the proxy card are first being made available or mailed to shareholders on or about April 26, 2018.

By Order of the Board of Directors,
R. Patrick Quinn
Executive Vice President,
Chief Corporate Governance Officer, and Corporate Secretary Westbury, New York

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2018

The Company’s Notice of Annual Meeting, Proxy Statement, and 2017 Annual Report to Shareholders are available, free of charge, at www.proxydocs.com/NYCB.

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|  | PROXY SUMMARY

PROXY STATEMENT SUMMARY

This summary highlights selected information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding our 2017 performance, please review our 2017 Annual Report on Form 10-K, which accompanies this document.

Voting Matters: |  |  |  | Recommendation of the Board:
Proposal 1 |  | The election of four directors to three-year terms. |  | FOR ALL
Proposal 2 |  | Ratification of the appointment of KPMG, LLP as our independent registered public accounting firm for 2018. |  | FOR
Proposal 3 |  | Approval, on a non-binding advisory basis, of New York Community Bancorp, Inc.’s Named Executive Officer compensation. |  | FOR

Company Profile:
New York Community Bancorp, Inc. is the largest thrift holding company in the nation and one of the leading thrift depositories in most of the markets we serve. Our roots go back to 1859, when we were chartered by the State of New York in Queens, a borough of New York City. Since then, we have grown from a single branch in Flushing to 255 branch offices in five states.
Based in Westbury, NY, New York Community Bancorp, Inc. is a leading producer of multi-family loans on non-luxury, rent-regulated apartment buildings in New York City, and the parent of New York Community Bank and New York Commercial Bank. At December 31, 2017, the Company reported assets of $49.1 billion, loans of $38.4 billion, deposits of $29.1 billion, and shareholders’ equity of $6.8 billion.

Performance Highlights:
•  In 2017, our Company reported net income available to common shareholders of $441.6 million, or diluted earnings per common share of $0.90. This represents a return on average assets of 0.96% and a return on average common shareholders’ equity of 7.12%.
•  We paid our shareholders an annual dividend of $0.68 per common share, which translates into total cash dividends of $332.1 million for our common shareholders. As of the record date for the Annual Meeting, this reflected a 5.4% dividend yield on our stock. •  In 2017, we entered into two strategic asset sales, whereby we sold our entire mortgage banking operations and we also sold those assets covered under our Loss Share Agreements with the FDIC. These sales resulted in the Company receiving cash proceeds of $1.9 billion and recording a net gain on sale of $82.0 million before taxes. •  After several years of not growing our balance sheet, we resumed our organic growth strategy in the second half of 2017, led by growth in our core multi-family loan portfolio and, to a lesser extent, in our investment securities portfolio.

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|  | PROXY SUMMARY

Performance Highlights:
•  Over the course of our public life, we have produced multi-family loans totaling $77.5 billion, including $5.4 billion in 2017.
•  Likewise, we have produced commercial real estate loans totaling $19.3 billion, including $1.0 billion in 2017 alone.
•  From 1993 through the end of 2017, we recorded a mere 114 basis points of losses, in contrast to an industry average of 1,389 basis points during the same time.
•  From 1993 through 2017, our average efficiency ratio was 41.37%, in contrast to the 57.99% industry average (as reported by S&P Global Market Intelligence).
•  Over the course of our public life we have expanded our balance sheet by $34.8 billion through nine mergers and acquisitions, involving seven in-market competitors and two out-of-market banks.
•  Reflecting our profitability – and our capital position – we have distributed $5.5 billion of quarterly cash dividends over the past 95 quarters and repurchased more than $937.2 million of our shares.

Executive Compensation Highlights:
We believe our compensation philosophy and programs for executives are balanced and risk appropriate based on applicable regulatory guidance, demonstrate alignment with long-term sustained performance and shareholder interests, and provide a competitive and effective program to attract, motivate, and retain the best talent. This is supported by the following leading market practices incorporated into our program:
•  To determine awards under the Company’s 2017 incentive programs, the Compensation Committee greatly expanded the range of factors supporting the exercise of negative discretion. These factors included consideration of the Company’s performance relative to peer banks over a wide range of financial metrics and, to achieve the proper alignment of pay and performance, the positioning of our named executive officers’ 2017 total direct compensation (base salary plus short- and long-term incentive compensation) relative to similarly situated executives at peer companies that achieved better 2017 financial results than the Company.
•  Based on the Compensation Committee’s exercise of negative discretion, our executives received awards at the midpoint of the threshold and target opportunities under both our short- and long-term incentive programs. This decision resulted in a significant year-over-year decline in total direct compensation for each executive.
•  Base salaries were unchanged, reflecting the Compensation Committee’s desire to maintain the current target pay mix, which links 76% of our CEO’s annual compensation to Company performance.
•  We maintained a strong governance framework around our executive compensation programs through the use of an independent compensation committee, an independent compensation consultant, stock ownership guidelines, a robust “clawback” policy, and a prohibition on the hedging or pledging of our stock by our officers and directors.

Governance Highlights:
We are committed to maintaining the highest standards of corporate governance. Strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our shareholders and other constituents. Highlights of our governance standards and policies include:
•  Our Board of Directors is comprised of individuals possessing a well-rounded variety of skills, knowledge, experience and perspectives and who have unique perspectives on our business.
•  85% of our Board members satisfy New York Stock Exchange independence standards, and each of the Compensation, Audit, and Nominating and Corporate Governance Committees are comprised wholly of independent directors.
•  Our Board Chairman and our Presiding Director are independent directors and our Presiding Director has significant governance responsibilities.
•  Our By-laws provide for “proxy access,” allowing eligible shareholders to include their own nominees for director in the Company’s proxy materials.
•  Our Board and Board Committees perform annual self-evaluations and adopt action plans to implement changes when deemed necessary or appropriate.
•  Our Board Risk Assessment Committee meets the requirements for U.S. Bank Holding Companies under the Dodd-Frank Act’s Enhanced Prudential Standards.

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|  | TABLE OF CONTENTS

PROXY STATEMENT SUMMARY |  |  | i |
Information About Our Annual Meeting and Solicitation of Proxies |  |  | 1 |
Benefit Plan Voting |  |  | 5 |
Security Ownership of Certain Beneficial Owners |  |  | 5 |
Shareholder Outreach and Recent Initiatives |  |  | 6 |
Corporate Governance Philosophy |  |  | 6 |
Director Independence |  |  | 7 |
Board Leadership Structure and Risk Oversight |  |  | 7 |
Other Governance Practices |  |  | 8 |
Board Committees |  |  | 10 |
Director Attendance at Annual Meetings |  |  | 16 |
Communication with The Board of Directors |  |  | 16 |
Procedures for Shareholders to Recommend Directors |  |  | 16 |
Information with Respect to Nominees, Continuing Directors, and Executive Officers |  |  | 18 |
(Beneficial Ownership Table) |  |  |  |
Executive Compensation and Related Information |  |  | 20 |
Compensation Discussion and Analysis |  |  | 20 |
Compensation Committee Report |  |  | 35 |
Executive Compensation Tables |  |  | 36 |
CEO Pay Ratio |  |  | 41 |
Proposal 1: Election of Directors |  |  | 42 |
Director Qualifications and Business Experience |  |  | 44 |
Business Experience of Named Executive Officers Who Are Not Directors |  |  | 50 |
Directors’ Compensation |  |  | 51 |
Transactions with Certain Related Persons |  |  | 52 |
Section 16(a) Beneficial Ownership reporting compliance |  |  | 53 |
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm |  |  | 54 |
Audit Committee Report to Shareholders |  |  | 54 |
Audit and Non-Audit Fees |  |  | 55 |
Proposal 3: Advisory Vote on Approval of Compensation of the Company’s Named Executive Officers |  |  | 56 |
Additional Information |  |  | 57 |
Appendix A: Discussion and Reconciliation of GAAP and non-GAAP Financial Measures |  |  | A-1 |

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|  | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES

INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES

Why am I being provided this proxy statement?

This proxy statement summarizes information you need to know in order to vote at the Annual Meeting of Shareholders to be held on Tuesday, June 5, 2018, and at any adjournments thereof, at the Sheraton LaGuardia East Hotel located at 135-20 39th Avenue, in Flushing, New York at 10:00 a.m., Eastern Daylight Time (the “Annual Meeting”). The proxy statement is being sent to you because the Board of Directors (the “Board of Directors” or “Board”) of New York Community Bancorp, Inc. (the “Company”) is soliciting your proxy to vote your shares of common stock of the Company (the “Common Stock”) at the Annual Meeting. On or about April 26, 2018, the proxy statement and proxy materials, or a notice advising how to access these documents online, will be sent to shareholders of record as of April 10, 2018. The 2017 Annual Report to Shareholders, which includes the Annual Report on Form 10-K featuring the Company’s consolidated financial statements for the fiscal year ended December 31, 2017 accompanies this proxy statement.

What is a proxy?

A proxy is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. One or more of the Company’s directors will serve as the designated proxy to cast the votes submitted by the Company’s shareholders at the Annual Meeting.

What is a proxy statement?

It is a document that the Company is required to give you, or provide you with access to, in accordance with regulations of the Securities and Exchange Commission (the “SEC”), when asking you to designate proxies to vote your shares of the Common Stock at a meeting of shareholders. The proxy statement includes information regarding the matters to be acted upon at the meeting and certain other information required by regulations of the SEC and the rules of the New York Stock Exchange (the “NYSE”).

On what matters are the shareholders of record voting?

The shareholders of record will vote on the following proposals:

Proposal 1: Election of Directors. In Proposal 1, four director nominees have been recommended for election to the Board of Directors by the Nominating and Corporate Governance Committee of the Board. Directors are elected by a majority of the votes cast, meaning that the number of votes cast “FOR” a nominee must exceed the number of votes cast “AGAINST” that nominee, with broker non-votes and abstentions not counted as a vote cast either “FOR” or “AGAINST” that nominee. Shares not voted will have no impact on the election of directors. A properly executed proxy marked “FOR ALL” of the four nominees for director will be voted for each of the nominees, unless you mark the proxy card “WITHHOLD ALL” or “FOR ALL EXCEPT.” Marking the proxy card “WITHHOLD ALL” will withhold your vote as to all nominees for director. Marking the proxy card “FOR ALL EXCEPT” will direct that your shares be voted for all nominees except that your shares will be withheld as to any nominees you may specify.

Proposal 2: Ratification of Auditors. A majority of votes cast at the Annual Meeting is required to approve Proposal 2, a proposal to ratify the reappointment of KPMG LLP as the Company’s independent registered public accounting firm for 2018. In connection with such proposal, shares as to which the “ABSTAIN” box has been selected on the proxy card will have the same effect as a vote against the proposal and shares underlying broker non-votes or in excess of the Limit (as described below) will not be counted as votes cast, and will have no effect on the vote on the matter presented.

Proposal 3: Approval, on a non-binding advisory basis, of the Company’s Named Executive Officer Compensation. As to the advisory approval of the 2017 Named Executive Officer compensation, the proxy card being provided by the Board of Directors enables a shareholder to check the appropriate box on the card to (i) vote “FOR” the proposal, (ii) vote “AGAINST” the proposal, or (iii) “ABSTAIN” from voting on the proposal. To approve Proposal 3, a majority of the votes cast at the Annual Meeting is required. In connection with such proposal, shares as to which the “ABSTAIN” box has been selected on the proxy card will have the same effect as a vote against the proposal and shares underlying broker non-votes or in excess of the Limit (as described below) will not be counted as votes cast, and will have no effect on the vote on the matter presented. Your vote on Proposal 3 is an advisory vote, which means that the Company and the Board of Directors are not required to take any action based on the outcome of the vote.

As discussed below, under NYSE Rules, if your broker holds shares in your name and delivers this proxy statement to you, the broker is not entitled to vote your shares on any non-routine proposal (Proposals 1 and 3) without your specific instructions.

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|  | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES

Who may vote and what constitutes a quorum at the meeting?

The close of business on April 10, 2018 has been fixed by the Board of Directors as the record date (the “Record Date”) for the determination of shareholders of record entitled to receive notice of, and to vote at, the Annual Meeting and at any adjournments thereof.

In order to conduct the Annual Meeting, shareholders of record of at least a majority of the total number of shares of Common Stock entitled to vote (after subtracting any shares in excess of the Limit pursuant to the Company’s Certificate of Incorporation) must be present in person or by proxy. This is called a quorum. Shareholders who deliver valid proxies or vote in person at the meeting will be considered part of the quorum. Once a share is represented for any purpose at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjourned meeting. Abstentions will be counted as being present and entitled to vote for purposes of determining a quorum. Broker “non-votes” (which are explained below) are counted as being present and entitled to vote for purposes of determining a quorum only for routine matters. In the event that there are not sufficient shares present for a quorum, or votes to approve or ratify any management proposal at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit the further solicitation of proxies.

How many votes do I have?

The securities that may be voted at the Annual Meeting consist of shares of Common Stock, with each share entitling its owner to one vote on all matters to be voted on at the Annual Meeting, except as described below. There is no cumulative voting for the election of directors (in a cumulative voting system, each shareholder would be entitled to one vote per share multiplied by the number of directors to be elected). The total number of shares of Common Stock outstanding and entitled to vote as of the Record Date was 490,373,614.

How do I vote?

A shareholder may vote in person at the Annual Meeting by filling out a ballot or may vote in advance of the Annual Meeting by using a proxy to authorize a proxy to vote on his or her behalf. There are three ways to use a proxy:

|  | Mail: If you received your proxy materials by mail, you may vote by completing, signing, and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope. You are urged to indicate your votes in the spaces provided on the proxy card.
|  | Internet: You may access the proxy materials on the Internet at www.proxydocs.com/NYCB and follow the instructions on the proxy card or on the Notice of Internet Availability.
|  | Telephone: You may call toll free at 1-866-895-6921, and follow the instructions on the proxy card or on the Notice of Internet Availability.

The Internet and telephone voting procedures are designed to authenticate shareholders’ identities and allow shareholders to provide their voting instructions and confirm that the instructions have been properly recorded. Specific instructions for shareholders of record who wish to vote their proxies over the Internet or by telephone are set forth on the proxy card for the Annual Meeting.

Please be aware that if you vote over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible. The Internet and telephone voting facilities for eligible shareholders of record will close at 11:59 p.m., Eastern Daylight Time, on June 4, 2018.

Your vote as a shareholder is important. Please vote as soon as possible to ensure that your vote is recorded.

The Company encourages shareholders to take advantage of the options to vote using the Internet or by telephone. Voting in this manner will result in cost savings for the Company.

How are the proxy materials delivered?

As has been the case since 2008, the Company is again reducing its costs by taking advantage of SEC rules that allow companies to furnish proxy materials to shareholders primarily through the Internet. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to shareholders who (i) own shares directly in the Company (“shareholders of record”) and not through a broker, bank, or intermediary directly to their mailing address

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unless they have directed the Company to provide the materials in a different manner or (ii) hold shares of Common Stock through the Company’s stock-based benefit plans. See “Benefit Plan Voting” below. Shareholders whose shares are held for them by brokerage firms, banks, or other intermediaries (“beneficial owners”) will have the proxy materials or the Notice forwarded to them by the intermediary that holds their shares. The Notice provides instructions on how to access and review all of the important information contained in the Company’s proxy statement and 2017 Annual Report to Shareholders, as well as how to cast your vote, over the Internet.

Shareholders who receive the Notice and who would still like to receive a printed copy of the Company’s proxy materials, including the 2017 Annual Report to Shareholders, can find instructions for requesting these materials included in the Notice. The Company plans to mail the Notice to shareholders on April 26, 2018.

What is a broker non-vote?

If you hold your shares in “street name” (i.e., through a broker, bank, or other nominee), it is critical that you cast your vote if you want it to count in the election of directors. In the past (prior to 2010, when the NYSE implemented a rule prohibiting brokers holding shares in “street name” for their clients from voting in uncontested director elections on behalf of the clients without receiving specific voting instructions from those clients), if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors, your broker or nominee was allowed to vote those shares on your behalf on the election of directors as they felt appropriate. Changes in regulation were made to take away the ability of your broker or nominee to vote your uninstructed shares in the election of directors on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors, or with respect to the proposal to approve, on a non-advisory basis, the Company’s named executive officer compensation, no votes will be cast on your behalf with respect to these matters. These uncast “votes” are referred to as broker non-votes. Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2).

What effect do broker non-votes and abstentions have?

A broker or other nominee may generally vote your shares without instruction on routine matters, but not on non-routine matters. A broker “non-vote” occurs when your broker submits a proxy for your shares, but does not indicate a vote for a particular “non-routine” proposal (such as Proposals 1 and 3) because your broker does not have your authority to vote on that proposal and has not received specific voting instructions from you. Broker non-votes are not counted as votes for or against the proposal in question or as abstentions, nor are they counted to determine the number of votes present for a non-routine proposal. However, when a proposal requires the affirmative vote of a percentage of the Company’s outstanding shares entitled to vote in order to be approved, a broker non-vote will have the same effect as a vote against the proposal.

If you abstain from voting on Proposal 1, your vote will be counted as present for determining whether a quorum exists but will not be treated as cast for or against that matter. If you abstain from voting on Proposal 2 or Proposal 3, your vote will be counted as present for determining whether a quorum exists but will have the same effect as a vote against the proposal.

What if I sign and date my proxy but do not provide voting instructions?

Proxies solicited by the Board of Directors of the Company will be voted in accordance with the directions given therein. If you are a shareholder of record and do not provide voting directions, signed and dated proxy cards will be voted as follows:

| • |  | FOR the election of each of the nominees for director named in this proxy statement;

| • |  | FOR the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company; and

| • |  | FOR approval of the Named Executive Officer compensation.

Other than the matters listed on the attached Notice of 2018 Annual Meeting of Shareholders of New York Community Bancorp, Inc., the Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. However, execution of a proxy or voting online or by telephone confers on the designated proxy holder discretionary authority to vote the shares represented by the proxy in accordance with his or her best judgment on such other business, if any, which may properly come before the Annual Meeting or any adjournments thereof, including whether or not to adjourn the meeting.

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May I revoke my proxy?

A proxy may be revoked at any time prior to its exercise by filing a written notice of revocation with the Corporate Secretary of the Company, by delivering to the Company a duly executed proxy bearing a later date, by voting online or by telephone on a later date, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not itself constitute revocation of your proxy.

Who pays the costs of soliciting proxies?

The cost of the solicitation of proxies on behalf of management will be borne by the Company. In addition to the solicitation of proxies by mail, Laurel Hill Advisory Group, LLC, a proxy solicitation firm, will assist the Company in soliciting proxies for the Annual Meeting and will be paid a fee of $8,500 plus out-of-pocket expenses. Proxies also may be solicited, personally or by telephone, by directors, officers, and other employees of the Company and its subsidiaries, New York Community Bank (the “Community Bank”) and New York Commercial Bank (the “Commercial Bank”) (collectively, the “Banks”), without receipt of additional compensation.

The Company also will request that persons, firms, and corporations holding shares in their names, or in the names of their nominees that are beneficially owned by others, send proxy materials to, and obtain proxies from, such beneficial owners. The Company will reimburse such holders for their reasonable expenses in doing so.

If your Company shares are held in street name, your broker, bank, or other nominee will provide you with instructions that must be followed in order to have your shares voted. Your broker or bank may allow you to deliver your voting instructions via the Internet or by telephone. Please see the instruction form that was provided by your broker or bank with this proxy statement. If you wish to change your voting instructions after you have returned your voting instruction form, you will need to contact your broker or bank in order to do so.

What is the admission policy for the Annual Meeting?

Attendance at the Annual Meeting is limited to:

(1) Shareholders of record of Common Stock;

(2) Beneficial holders of Common Stock; and

(3) Authorized representatives of entities who are beneficial holders of Common Stock.

In addition to a valid photo ID or other satisfactory proof of identification, a shareholder must present the following materials in order to be admitted to the Annual Meeting:

| (A) | Record holders must present the top portion of their proxy card, which will serve as an admission ticket.

| (B) | Beneficial holders must present evidence of their ownership. Materials that appropriately evidence ownership include: a notice regarding the availability of proxy materials, the top portion of a voting instruction form, or a recent proxy or letter from the bank, broker, or other intermediary that holds the beneficial holders’ shares and which confirms the beneficial holders’ ownership of those shares.

| (C) | In addition to any evidence required under (B) above for beneficial holders, authorized representatives of beneficial holders must present a letter from the record holder certifying as to the beneficial ownership of the entity they represent and a letter from the beneficial holder certifying as to their status as an authorized representative.

The use of cameras, recording devices and other electronic devices, and cellular phones or PDAs (including those with photographic and/or video recording capabilities) will not be permitted at the Annual Meeting. Any devices or instruments that may be potentially disruptive will not be permitted. Company representatives will be at the entrance to the Annual Meeting and these representatives will have the authority, on the Company’s behalf, to determine whether the admission policy and procedures are being followed and whether you will be granted admission to the Annual Meeting.

What is the Limit on voting securities?

As provided in the Company’s Certificate of Incorporation, holders of Common Stock who beneficially own in excess of 10% of the outstanding shares of Common Stock (the “Limit”) are not entitled to any vote with respect to the shares held in excess of the Limit. A person or entity is deemed to beneficially own shares owned by an affiliate of, as well as by, persons acting in concert with such person or entity. The Company’s Certificate of Incorporation authorizes the Board of Directors (i) to make all determinations necessary to implement and apply the Limit, including determining

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|  | INFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIES

whether persons or entities are acting in concert, and (ii) to demand that any person who is reasonably believed to beneficially own stock in excess of the Limit supply information to the Company to enable the Board of Directors to implement and apply the Limit.

Based solely on information in reports filed with the SEC, certain persons or entities are known by management to be the beneficial owners of more than 5% of the outstanding shares of Common Stock as of the Record Date and in some cases have indicated beneficial ownership of up to 10% of the Common Stock outstanding as of that date. If such owners were to increase their holdings above 10% or if other shareholders were to acquire beneficial ownership of shares in excess of that amount, they would not be entitled to any vote with respect to the shares held in excess of 10%.

Proxies solicited hereby will be tabulated by inspectors of election designated by the Board of Directors. The inspectors of election will not be employed by, or be directors of, the Company or any of its affiliates.

BENEFIT PLAN VOTING

Active employee-participants in the Company benefit plans who hold Common Stock will receive an e-mail that contains a link to this proxy statement, along with procedures to follow in order to vote the shares of Common Stock credited to each participant’s account under the Company benefit plans and the shares of Common Stock (if any) held independent of the Company benefit plans. Retired and inactive employee-participants will receive their proxy materials via U.S. mail. Benefit plan voting instructions will be delivered to the trustee for the Company benefit plans and the shares will be voted as directed by participants. Shares for which no voting instructions are provided or are not timely received by the Company will be voted by the trustee for the Company’s stock-based benefit plans in the same proportion as the voting instructions the trustee receives from other participants or, in the case of the Company’s equity incentive plans, as directed by the Company. Benefit plan voting instructions must be received by 11:59 p.m., Eastern Daylight Time, on May 30, 2018.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as to those persons or entities known by management to be beneficial owners of more than 5% of the outstanding shares of Common Stock on April 10, 2018. Other than those persons or entities listed below, the Company is not aware of any person or entity or group that beneficially owned more than 5% of the Common Stock as of that date.

Name and Address of Beneficial Owner |  |  |  | Amount and Nature of Beneficial Ownership |  |  |  |  | Percent of Class |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |  |  |  |  | 49,132,135 | (1) |  |  |  |  | 10.00 | %
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355 |  |  |  |  | 41,691,020 | (2) |  |  |  |  | 8.52 | %
Barrow Hanley Mewhinney & Strauss, LLC 2200 Ross Avenue, 31st Floor Dallas, Texas 75201 |  |  |  |  | 27,008,065 | (3) |  |  |  |  | 5.52 | %

(1) | Based solely on information filed in a Schedule 13G/A with the SEC on January 19, 2018.

(2) | Based solely on information filed in a Schedule 13G/A with the SEC on February 7, 2018.

(3) | Based solely on information filed in a Schedule 13G with the SEC on February 13, 2018.

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|  | CORPORATE GOVERNANCE

SHAREHOLDER OUTREACH AND RECENT INITIATIVES

In our continuing effort to increase engagement with the majority of our larger investors to better understand their specific concerns, and to provide us with a basis for further evaluation of our governance practices and executive compensation structure, we again reached out to shareholders holding a significant amount of our total outstanding shares. Three of our independent directors and certain Company officers led the outreach, which sought additional perspective on compensation and corporate governance issues. While not all investors had the same views or concerns, we listened carefully. After considering this insight and other factors, our Compensation Committee has considered and approved many changes to our executive compensation program.

CORPORATE GOVERNANCE PHILOSOPHY

Our Board, as stewards of shareholder interests, is committed to maximizing long-term shareholder value creation and to maintaining sound corporate governance principles consistent with the requirements of the NYSE, federal banking regulation, and other applicable rules. To that end, under the leadership of the Nominating and Corporate Governance Committee, we have concentrated significant efforts and resources on ensuring that our overall corporate governance practices serve the best interests of the Company and its shareholders. We have focused on the changing needs for financial institution boards in the current regulatory environment (including the corporate governance changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the (“Dodd-Frank Act”); we have taken into consideration the governance policies and practices of our peers; and we have also developed an active shareholder outreach program to better understand the views and concerns of our large shareholders. As a result, in recent years the Board has adopted various corporate governance policies and practices to address such views and concerns in the Company’s and its shareholders’ best interests.

For example, since 2010, we increased the number of directors on the Board who have specific expertise in audit, regulatory oversight, and real estate investment and finance. We have a Risk Assessment Committee comprised of independent directors to assist the Board in overseeing and reviewing information regarding our enterprise risk management program, risk exposure, and risk governance policies and practices.

Certain governance policies and practices in effect during 2017 are listed in the chart below.

Board and Governance Information |  | 2017
Size of Board |  | 12
Number of Independent Directors |  | 10
Staggered Election of Directors |  | Yes
Majority Voting for Directors |  | Yes
Proxy Access for Shareholders |  | Yes
Separation of the Chairman of the Board and Chief Executive Officer Positions |  | Yes
Independent Presiding Director |  | Yes
Code of Business Conduct and Ethics |  | Yes
Annual Board & Committee Evaluations |  | Yes
Risk Assessment Committee |  | Yes
Executive Compensation |  | Yes
Claw Back Provision |  | Yes
Board Member and Executive Ownership of Shares |  | Yes
Anti-Pledging and Hedging |  | Yes
No Poison Pill |  | Yes

The Board adopted Corporate Governance Guidelines available on the corporate governance pages of the Investor Relations portion of our Company’s website, www.myNYCB.com, and are available in print to any shareholder who requests a copy. These guidelines address, among other matters, the qualifications and responsibilities of directors; functions of the Board and Board committees; director compensation, training, and performance evaluations; and management performance evaluations and succession.

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We will continue to actively monitor, and consider additional changes to, our corporate governance practices in the future.

In 2016 we proposed to eliminate our stratified Board structure to require that all Directors be subject to election on an annual basis, instead of triennially. An insufficient number of shareholders voted to approve the proposal. In time it may be appropriate for the proposal to be reconsidered; however, we continue to believe that our triennial schedule, whereby each year one-third of our directors are elected over a three-year cycle, provides a degree of stability for our corporate structure and helps to avoid sudden or excessive changeover in board membership or management that would be detrimental to our business.

DIRECTOR INDEPENDENCE

The Board has determined that the following 10 directors are “independent” within the meaning of the rules of the New York Stock Exchange: Dominick Ciampa, Maureen E. Clancy, Hanif “Wally” Dahya, Leslie D. Dunn, Michael J. Levine, James J. O’Donovan, Lawrence Rosano, Jr., Ronald A. Rosenfeld, Lawrence J. Savarese, and John M. Tsimbinos. Additionally, the Board has determined that each of the members of the Audit, Nominating and Corporate Governance, and Compensation Committees is independent in accordance with the listing standards of the NYSE and, in the case of the members of the Audit Committee, the rules of the SEC. In determining the independence of its members, the Board broadly considers all facts and circumstances it deems to be relevant and does not limit such review to a specific set of categorical independence standards. Such determinations are made not merely from the standpoint of the director, but also from that of persons or organizations with whom or which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships, among others.

In arriving at its conclusions with respect to the directors named above, the Board determined that the directors had no material relationships (as such term is defined under the listing standards of the NYSE) with the Company either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company. Directors Ciampa, Levine, O’Donovan, and Rosano are principals in, or have ownership interests in, organizations that maintain lending relationships with the Community Bank, and Director Levine is a guarantor of a loan between the Community Bank and a family member. These directors have fully disclosed such relationships to the Board, and the Board has determined that the subject loans do not involve more than normal risk of collectability or present other unfavorable features, and were made on substantially the same terms (including interest rates and collateral requirements) as those prevailing at the same time for comparable transactions with unaffiliated persons. All loans to the four directors are fully performing in accordance with their terms. Accordingly, the lending relationships maintained by the Community Bank with Messrs. Ciampa, Levine, O’Donovan, and Rosano would not be inconsistent with a determination that they are independent directors of the Company.

Further, Directors Ciampa, Levine, O’Donovan, and Rosano possess significant knowledge of, and each is a principal in companies that actively participate in, the New York metropolitan area real estate market, where the Banks currently conduct significant portions of their lending businesses. The Board has determined that it is in the best interests of the Banks and the Company not to exclude such potential borrowers from conducting business with the Banks in accordance with the arms-length terms described above, and under circumstances that are no more favorable than those available to the Banks’ other borrowers.

BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT

The Company relies on a three-part leadership structure, with Mr. Ciampa serving as Chairman of the Board of Directors, Mr. Levine serving as Presiding Director, and Mr. Ficalora serving as President and Chief Executive Officer. The Board considers this structure an effective one for enabling the Chairman, Presiding Director, and CEO to share knowledge and responsibilities, for preserving Board independence, and for carrying out other important governance principles. Generally, the structure is intended to promote synergies among the three leadership positions, with the Chairman overseeing the functioning of the Board and its stewardship of the Company, the Presiding Director assisting the Chairman and overseeing certain Board stewardship and other governance functions, including by leading the independent members of the Board, and the President and Chief Executive Officer serving as senior managing officer of the Company, overseeing day-to-day operations and carrying out its strategic goals and objectives. (See below for additional detail regarding the roles of the Independent Chairman of the Board and Presiding Director.)

The Chairman of the Board is an independent director. The Company does not have a formal policy with respect to the separation or combination of the offices of Chairman of the Board and CEO. Rather, the Board has the discretion to combine or separate these roles as it deems appropriate from time to time, which provides the Board with the necessary flexibility to adjust to changed circumstances. In light of the many challenges arising from the difficult economic

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|  | CORPORATE GOVERNANCE

and regulatory environment, the Board determined that separating the roles of Chairman and President and CEO would allow the CEO to devote the requisite significant time to, and focus on, managing our business and maintaining our financial strength.

The Company’s independent Presiding Director functions as a Lead Director, but the Board prefers the term Presiding Director to emphasize that all directors share equally in their responsibilities as members of the Board. The Presiding Director presides at all Board meetings and executive sessions at which the Chairman is not present and is responsible for coordinating the annual self-evaluations of the members of the Board. Additionally, the Presiding Director is available for consultation and communication with major shareholders where appropriate, upon reasonable request, and performs such other functions as the Board directs. The Presiding Director is appointed annually by, and from among, the independent directors.

Committee Chairs. All Committee Chairs are independent and are appointed annually by the Board. They approve agendas and materials for their respective committee meetings, and serve as the liaisons between committee members and the Board and between committee members and senior management.

Risk Management. Risk is inherent in every business, and how well a business manages risk can ultimately determine its success. As a financial institution, we face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, legal/compliance risk, regulatory risk, strategic risk, market risk, and reputational risk. Management is responsible for the day-to-day management of the risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In particular, the Risk Assessment Committee coordinates the risk oversight function. The Chairman of the Risk Assessment Committee is independent and has the requisite risk experience required under the Dodd Frank Act’s Enhanced Prudential Standards for large banks. Our Chief Risk Officer reports to the Risk Assessment Committee. The Chairman of the Board meets regularly with management to discuss strategies and the risks facing the Company. Senior members of management attend Board meetings and are available to address questions or concerns raised by the Board on risk management and other matters.

The Chairman of the Board and independent members of the Board work together to provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, through special meetings of the independent directors. See “Board Committees-The Risk Assessment Committee” on pages 15 for further information.

OTHER GOVERNANCE PRACTICES

Executive Sessions of the Board. In 2017, the Board met 12 times in executive session with only the CEO and COO present and, in keeping with the Company’s Corporate Governance Guidelines, met three times in executive session with no members of management present.

Code of Business Conduct and Ethics. The Company maintains a Code of Professional Conduct, applicable to all Company, Community Bank, and Commercial Bank employees, which sets forth requirements relating to ethical conduct, conflicts of interest, and compliance with the law. The Code of Professional Conduct requires that the Banks’ employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in the Company’s and the Banks’ best interests. The CEO, Chief Operating Officer, and Chief Financial Officer are bound by the Code of Professional Conduct. In addition, the Board of Directors has adopted a Code of Business Conduct and Ethics for the CEO, Chief Operating Officer, and Chief Financial Officer of the Company. Copies of both Codes, which also apply to the directors of the Company, are available, free of charge, on the corporate governance pages of the Investor Relations portion of our website, www.myNYCB.com, and are available in print to any shareholder who requests a copy.

Board Diversity and Tenure. The Nominating and Corporate Governance Committee has a long-standing commitment to diversity, rather than a formal diversity policy, and is guided by the Company’s diversity philosophy in its review and consideration of potential director nominees. In this regard, the Board and the Committee view diversity holistically. As set forth in the Company’s Corporate Governance Guidelines, the Board and the Committee consider:

| Ø |  | Whether the individual meets the requirements for independence;

| Ø |  | The individual’s general understanding of the various disciplines relevant to the success of a large publicly-traded company in today’s global business environment;

| Ø |  | The individual’s understanding of the Company’s business and markets;

| Ø |  | The individual’s professional expertise and experience;

| Ø |  | The individual’s educational and professional background; and

| Ø |  | Other characteristics of the individual that promote diversity of views and experiences.

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The Nominating and Corporate Governance Committee has not established any specific minimum qualification standards for nominees to the Board and evaluates each individual in the context of the Board as a whole, with the objective of recommending a group of directors who will best enhance the Company’s success and represent shareholder interests through the exercise of sound judgment and the application of its diversity of experience. In determining whether to recommend a director for re-election, the Committee also considers the director’s past attendance at meetings and participation in, and contributions, to the activities of the Board. In addition, the Committee considers whether the Board has specific needs for certain skills or attributes at a given time (for example, financial or chief executive officer experience). Other criteria for Board membership are set forth in the Company’s Corporate Governance Guidelines and Nominating and Corporate Governance Committee Charter, copies of which are available, free of charge, on the corporate governance pages of the Investor Relations portion of our website, www.myNYCB.com, and are available in print to any shareholder who requests a copy.

Long-tenured directors can offer significant benefits in the governance of the Company due to the deep knowledge of our business and functioning they acquire through years of service. They provide continuity and stability at the highest governance level, as well as historical perspectives that are indispensable in determining the Company’s strategic vision. Long-tenured directors maintain significant institutional knowledge and offer stability. In addition, due to their historical knowledge of the Company, long-tenured directors can be particularly well suited to exercise Board-level influence and to provide an effective challenge mechanism when required. Over the course of time, in addition to their stature, long-tenured directors develop important working relationships with other Board members and management, resulting in effective collaboration in carrying out the Company’s objectives and management oversight. Our Board believes that director tenure, like other governance policies and structures, should be tailored to the Company’s unique governance needs and challenges. While long-tenured directors bring a depth of valuable experience to our Board, the Company is also committed to “fresh perspectives,” having added four new independent directors to our Board in the past five years.

Our Bylaws provide that, unless otherwise determined by a majority of the disinterested members of the Board, no person may be elected, appointed, or nominated as a director after December 31 of the year in which such person attains the age of 80. Based upon, among other things, the significant experience, knowledge, and value they offer the Board, the Board has unanimously determined to exempt Mrs. Clancy from this retirement age requirement.

Board Self-Evaluations. The Board of Directors annually assesses its effectiveness, the operations of its committees, and the contributions of director nominees. The independent Presiding Director coordinates the evaluation of the Board as a whole and its committees, as well as individual evaluations of those directors who are being considered for possible re-nomination to the Board.

Proxy Access. Our amended and restated By-Laws permit a shareholder, or a group of up to 20 shareholders, that owns 3% or more of the Company’s common stock continuously for at least three years, to nominate and include in the Company’s proxy materials candidates for election as directors. Such shareholder(s) or group(s) of shareholders may nominate up to the greater of two individuals or 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the eligibility, notice, and other requirements specified in the By-Laws.

Majority Election of Directors. Our Certificate of Incorporation requires that nominees for Director in uncontested elections receive a majority of the votes cast in respect of their election as directors.

Written Corporate Governance Guidelines. Our Corporate Governance Guidelines formalize certain of the Bank’s and the Board of Directors’ existing governance policies and practices with respect to board membership; leadership; roles, procedures and practices; committees; and executive officer evaluations, compensation and succession and also address the new governance policies discussed below. These Corporate Governance Guidelines are available on the Company’s website (www.myNYCB.com) under “Investor Relations.”

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BOARD COMMITTEES

The Board conducts its business through periodic meetings and through the activities of its committees. In 2017, the Board held 12 regular monthly meetings and various standing committees of the Board met another 64 times, for an aggregate of 76 meetings. All incumbent directors of the Company attended at least 75% of the aggregate number of meetings of the Board and committees on which such directors served during fiscal year 2017. Board members are expected to make reasonable efforts to attend all Board meetings and all meetings of the Board committees on which they serve. Absences are excused only for good cause.

The Board has six standing committees as follows: (i) Audit Committee, (ii) Compensation Committee, (iii) Insurance Committee, (iv) Investment Committee, (v) Nominating and Corporate Governance Committee, and (vi) Risk Assessment Committee. Each committee has a written charter adopted by the committee and ratified by the Board. As required by NYSE Rules, charters for the Audit, Compensation, and Nominating and Corporate Governance Committees can be found on the Investor Relations portion of the Company’s website at www.myNYCB.com, and are available in hardcopy to any shareholder who requests them. Each member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee has been determined by the Board to be independent for purposes of the NYSE corporate governance listing standards and within the meaning of regulations of the SEC.

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New York Community Bancorp, Inc. BOARD OF DIRECTORS Audit Committee Compensation Committee Nominating / Corporate Governance Committee Risk Assessment Committee Investment Committee Executive Management Insurance Committee

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The following table presents the membership of our Board members on the various Board committees in 20171:

Director |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dominick Ciampa† |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Maureen Clancy |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Hanif “Wally” M. Dahya# |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Leslie D. Dunn* |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Michael J. Levine*@ |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
James J. O’Donovan |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Lawrence Rosano, Jr. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ronald A. Rosenfeld |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Lawrence J. Savarese*# |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
John M. Tsimbinos |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Joseph R. Ficalora |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Robert Wann |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Meetings Held in 2017 |  | 13 |  | 7 |  | 3 |  | 12 |  | 12 |  | 4 |  | 12 |  | 1 |  |  |  | 51 |  | 51

(1) | During 2017, the Board maintained two additional committees: a Capital Assessment Committee and a Cyber Security Committee. As of January 30, 2018, these two committees were dissolved and their oversight responsibilities were generally consolidated into the Risk Assessment Committee.

(2) | All Company Board Committees are replicated at the bank level. Additionally, the Community Bank Board maintains a Mortgage and Real Estate Committee, and the Commercial Bank Board maintains a Credit Committee.

| Chairman of the Committee Member of the Committee

† | Chairman of the Board of Directors

* | Designated as Audit Committee Financial Expert

@ | Designated independent Presiding Director

# | Designated as Risk Committee Expert

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A description of the nature and purpose of each of the Board committees follows.

The Board Committees act under written charters adopted by the Board of Directors which include detailed lists of the respective Committees’ functions. Copies of the charters for the Audit, Compensation, Nominating and Corporate Governance, and Risk Assessment Committees are available, free of charge, on the corporate governance pages within the Investor Relations portion of our website at www.myNYCB.com, and are available in print to any shareholder who requests a copy.

1. Audit Committee |  |
Members: Lawrence J. Savarese (Chair) Hanif M. Dahya Leslie D. Dunn Michael J. Levine Ronald A. Rosenfeld The Board of Directors has determined that Messrs. Savarese and Levine and Ms. Dunn are “audit committee financial experts” under the rules of the SEC. |  | The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities, including with respect to review and, as applicable, approval of (1) the integrity of the Company’s financial statements; (2) the Company’s compliance with applicable legal and regulatory requirements; (3) the independent registered public accounting firm’s qualifications and independence; (4) the performance of the Company’s internal audit function and independent auditors; (5) the system of internal controls relating to financial reporting, accounting, legal compliance, and ethics established by management and the Board; and (6) the Company’s internal and external auditing processes. This Committee meets with the Company’s and the Community and Commercial Banks’ internal auditors to review the performance of the internal audit function.
Meetings held in 2017: 13 |  | A detailed list of the Committee’s functions is included in its written charter adopted by the Board of Directors, a copy of which is available free of charge on the corporate governance pages within the Investor Relations portion of our website at www.myNYCB.com, and is available in print to any shareholder who requests a copy.

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2. Compensation Committee |  |
Members: Maureen E. Clancy (Chair) Dominick Ciampa Hanif M. Dahya Michael J. Levine Meetings held in 2017: 7 |  | This committee meets to establish compensation for the executive officers and to review the Company’s incentive compensation programs when necessary. (See “Compensation Discussion and Analysis” beginning on page 20 for further information on the Company’s processes and procedures for the consideration and determination of executive and director compensation.) Consistent with SEC disclosure requirements, the Compensation Committee has assessed the Company’s compensation programs and has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. At the Committee’s direction, management of the Company maintains an Incentive Compensation and Performance Management Committee responsible for overseeing and monitoring non-executive incentive compensation objectives, performance management, and incentive compensation plans. The Committee, which consists of various senior officers has assessed the Company’s non-executive incentive compensation plans to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature. This risk assessment process includes a review of plan policies and practices; an analysis to identify risks and risk controls related to the plans; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, risk controls, and the consistency of the programs and their risks with regard to the Company’s strategies. Although the Compensation Committee reviews all compensation programs, it focuses on the programs with variability of payout, the ability of a participant to directly affect payout, and the controls on participant action and payout. Based on the foregoing, we believe that our non-executive compensation policies and practices do not create inappropriate or unintended significant risk to the Company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks; are compatible with effective internal controls and our risk management practices; and are supported by the oversight and administration of the Compensation Committee.

3. Insurance Committee |  |
Members: Maureen E. Clancy (Chair) Dominick Ciampa John M. Tsimbinos Meetings held in 2017: 1 |  | The Insurance Committee has been established by the Board to assist it in fulfilling its overall responsibility to determine appropriate levels of insurance coverages reasonably necessary to protect the Company; to review and approve the procurement or renewals of such insurance coverages during the course of the year; to review and approve the schedule of all maintained insurance coverages; and to present same to the Board for its review and approval on an annual basis. The Insurance Committee ensures that senior management, brokers, and consultants are reputable and have expertise consistent with a level reasonably required to protect the Company.

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4. Investment Committee |  |
Members: Hanif M. Dahya (Chair) Dominick Ciampa Ronald A. Rosenfeld Lawrence J. Savarese John M. Tsimbinos Meetings held in 2017: 4 |  | The Investment Committee was established by the Company’s Board to assist it in fulfilling its overall responsibility for the operation and administration of the Company’s investment portfolios. It is the fiduciary duty of the Investment Committee to ensure that senior management and investment consultants are reputable and have expertise consistent with the level of investment activities conducted by the Company. The Investment Committee is responsible for the oversight of investment activity and regularly reports to the Board on the performance of the Company’s investments and changes in its investments. Among the Committee’s responsibilities are (1) adopting procedures necessary for the achievement of the Company’s investment objectives and monitoring the overall investment performance of the Company; (2) annually reviewing and updating, as necessary, investment policies, appropriate investment management procedures, strategies, and internal controls necessary to manage, to the extent possible, market, liquidity, operational, credit, and other investment and asset management risks; (3) delegating investment authority to certain of the Company’s executive and other senior officers for the management of the Company’s investments, including the selection of investment consultants in accordance with the Company’s policies and procedures; (4) monitoring investment activities and ensuring that assets of the Company are accounted for properly in accordance with Generally Accepted Accounting Principles and other regulatory guidelines; and (5) considering and approving new investment products presented to the Committee on a case-by-case basis to address changes in the market.

5. Nominating and Corporate Governance Committee
Members: Michael J. Levine (Chair) Dominick Ciampa Maureen E. Clancy Hanif M. Dahya James J. O’Donovan Leslie D. Dunn Lawrence Rosano, Jr. Ronald A. Rosenfeld Lawrence J. Savarese John M. Tsimbinos Meetings held in 2017: 3 |  | The Committee considers and recommends the nominees for director to stand for election at the Company’s Annual Meeting of Shareholders. The Nominating and Governance Committee is responsible for recommending to the Board the qualifications for Board membership, identifying, assessing, and recommending qualified director candidates for the Board’s consideration, assisting the Board in organizing itself to discharge its duties and responsibilities, and providing oversight of the Company’s corporate governance practices and policies, including an effective process for shareholders to communicate with the Board. The Committee is composed entirely of independent directors as defined by the NYSE Corporate Governance Standards and operates under a written charter. The Committee’s charter is available on the corporate governance pages within the Investor Relations portion of the Company’s website at www.myNYCB.com and is available in print upon request. The Committee’s role in, and process for, identifying and evaluating prospective director nominees is described herein and above in “Board Diversity and Tenure.” See also “Procedures for Shareholders to Recommend Directors.” In addition, the Committee makes recommendations to the Board concerning director independence, Board committee assignments, committee chairman positions, Audit Committee “financial experts,” the financial literacy of Audit Committee members, and Risk Assessment Committee “risk management experts.”

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6. Risk Assessment Committee
Members: Michael J. Levine (Chair) Lawrence Rosano, Jr. (Vice Chair) Dominick Ciampa Hanif M. Dahya Leslie D. Dunn James J. O’Donovan Ronald A. Rosenfeld Lawrence J. Savarese The Board of Directors has determined that Messrs. Dahya and Savarese are “risk management experts” under the enhanced prudential standards of the Dodd-Frank Act. Meetings held in 2017: 12 |  | The Risk Assessment Committee has been appointed by the Company’s Board of Directors to assist the Board in fulfilling its responsibilities with respect to oversight of the Company’s risk management program, including as it relates to the risk appetite of the Company and the policies and procedures used to manage various risks, including credit, market, interest rate, liquidity, legal/compliance, regulatory, strategic, operational, reputational, and certain other risks. As of January 30, 2018, the Company’s former Capital Assessment Committee and Cyber Security Committee were dissolved and their oversight responsibilities assigned to the Risk Assessment Committee, thereby expanding the Risk Assessment Committee’s responsibilities to include oversight of the Company’s capital and stress testing program and oversight of the Company’s exposure to cyber risk, including with respect to protection of non-public information of the Company, its customers, its employees, and others with whom the Company conducts business, and with respect to cyber security controls as an integral aspect of the Company’s overall risk management strategies. The Risk Assessment Committee’s role is one of oversight, recognizing that management is responsible for designing, implementing, and maintaining an effective risk management program. The Company’s departmental managers are the first line of defense for managing risk in the areas for which they are responsible. As a second line of defense, the Company’s Chief Risk Officer provides overall leadership for the Company’s enterprise risk management framework, including risk identification, risk measurement, risk monitoring, risk mitigation, risk reporting, and model risk. At each regularly scheduled meeting of the Risk Assessment Committee, the Committee receives a monthly report from the Chief Risk Officer with respect to the Company’s approach to the management of major risks, including the implementation of the enterprise risk management program and risk mitigation efforts. The Chief Risk Officer is responsible for an integrated effort to identify, assess, and monitor risks (including through risk measurement, risk monitoring, risk mitigation, and risk reporting) that may affect the Company’s ability to execute on its corporate strategy, perform in accordance with approved risks limits and warning levels, and fulfill its business objectives. The Risk Assessment Committee enhances the Board’s oversight of risk management.

As noted above, at the end of 2017 the Board determined to eliminate its Capital Assessment Committee and Cyber Security Committee, transferring the functions and authorities of these committees into the Risk Assessment Committee of the Board. The members felt that this change would provide for more efficient Board functioning and allow for the centralization of all risk issues, including capital and cyber risk issues, within a single committee of the Board that has principal responsibility for such matters.

In addition to the above described committees of the Company Board, the Banks Boards maintain committees with important oversight responsibilities for the Banks’ lending functions: the Mortgage and Real Estate Committee of the Board of New York Community Bank and the Credit Committee of the Board of New York Commercial Bank serve important governance functions in the lending businesses of the Company and are also described below. The multi-family, commercial real estate, commercial and industrial, and other non-residential loans we originate all are made in accordance with loan underwriting policies and procedures approved by the Committees, which maintain active oversight of management’s loan origination, servicing, and collections processes. Committee members, who have significant experience in real estate businesses as well as real estate and other lending, apply their knowledge and expertise in key policy and risk-management decisions relating to these core business areas.

Mortgage and Real Estate Committee (Community Bank)

The Mortgage and Real Estate Committee is a committee of the Community Bank Board of Directors appointed by the Community Bank’s Board to oversee the Community Bank’s credit management policies and procedures, as more particularly described in the credit policies of the Community Bank as adopted from time to time. The authority of the Committee includes, among other things, oversight regarding the administration and implementation of loan policies, review of the risks associated with loans approved by management, and the delegation of credit authority. Each member has expertise in relevant areas of commercial and residential real estate; lending and lending risk; and the business of financial institutions.

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The members of the Mortgage and Real Estate Committee are Messrs. O’Donovan (Chair), Ciampa, Ficalora, Levine, Rosano, and Tsimbinos. The Mortgage and Real Estate Committee met 51 times in 2017.

Credit Committee (Commercial Bank)

The Credit Committee is a committee of the Commercial Bank Board of Directors appointed by the Commercial Bank’s Board to oversee the Bank’s credit management policies and procedures, as more particularly described in the credit policies of the Bank as adopted from time to time. The authority of the Committee includes, among other things, oversight regarding the administration and implementation of loan policies, review of the risks associated with loans approved by management, and the delegation of credit authority. Each member has expertise in relevant areas of commercial and industrial real estate lending, lending risk, and the business of financial institutions.

The members of the Credit Committee are Messrs. Dahya (Chair), Ciampa, Ficalora, Levine, O’Donovan, Rosano, Savarese, and Tsimbinos. The Credit Committee met 51 times in 2017.

DIRECTOR ATTENDANCE AT ANNUAL MEETINGS

The Board of Directors expects all directors to attend the Annual Meeting of Shareholders. All of the then-serving Board members attended the Annual Meeting of Shareholders held on June 6, 2017.

COMMUNICATION WITH THE BOARD OF DIRECTORS

Shareholders and other parties interested in communicating directly with the Company by directing correspondence to any of the individuals listed below. Letters addressed to the Presiding Director will be opened by the Company’s Corporate Secretary, who will review them and forward a summary of such correspondence to the Presiding Director and, if applicable, the Board. If the Corporate Secretary determines that an item of correspondence relates to the functions of the Board or its committees, or otherwise requires their attention, he will direct the item itself to the Presiding Director or other Board members. Directors may at any time review a log of all correspondence received by the Company that is addressed to the Presiding Director as provided above, and request copies of any correspondence.

How to contact us:

Chief Governance Officer |  | New York Community Bancorp, Inc. 615 Merrick Avenue, Westbury, NY 11590 Attention: Chief Governance Officer
Investor Relations |  | New York Community Bancorp, Inc. 615 Merrick Avenue, Westbury, NY 11590 Attention: Investor Relations Investors@myNYCB.com
Board of Directors |  | New York Community Bancorp, Inc. c/o Office of the Corporate Secretary 615 Merrick Avenue, Westbury, NY 11590
Presiding Director |  | New York Community Bancorp, Inc. c/o Office of the Corporate Secretary 615 Merrick Avenue, Westbury, NY 11590 Attention: Michael J. Levine, Presiding Director
Audit Committee of the Board of Directors |  | New York Community Bancorp, Inc. c/o Office of the Corporate Secretary 615 Merrick Avenue, Westbury, NY 11590 Attention: Lawrence J. Savarese, Audit Committee Chairman

PROCEDURES FOR SHAREHOLDERS TO RECOMMEND DIRECTORS

It is the policy of the Nominating and Corporate Governance Committee to consider director candidates who appear to be qualified to serve on the Board and who are recommended by shareholders. The Nominating and Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and if the Nominating and Corporate Governance Committee does not perceive a need to increase the size of

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the Board. To avoid the unnecessary use of its resources, the Nominating and Corporate Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below. To submit a recommendation of a director candidate to the Nominating and Corporate Governance Committee, a shareholder should submit the following information in writing, addressed to the Chairman of the Nominating and Corporate Governance Committee, care of the Corporate Secretary, at the main office of the Company:

| a. | the name of the person recommended as a director candidate;

| b. | all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended;

| c. | the written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;

| d. | the name and address of the shareholder making the recommendation, as they appear on the Company’s books; provided, however, that if the shareholder is not a registered holder of Common Stock, the shareholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the Common Stock;

| e. | a statement disclosing whether such shareholder is acting with, or on behalf of, any other person and, if applicable, the identity of such person; and

| f. | such other information as the Company may require in accordance with its established nomination procedures then in effect.

In order for a director candidate to be considered for nomination at the Company’s Annual Meeting of Shareholders, the recommendation must be received at the principal executive office of the Company not less than 90 days prior to the date of the meeting; provided, however, that in the event that less than 100 days’ notice or prior disclosure of the date of the annual meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.

Under the proxy access provisions of our Bylaws, eligible shareholders and/or shareholder groups were permitted to include shareholder-nominated director candidates in our proxy materials for the 2018 annual meeting of shareholders. For details about the process to include shareholder-nominated director candidates in our proxy materials, please see “Additional Information—Proxy Access Nominations” and refer to Article I, Sections 6, 7, and 8 of our Amended and Restated Bylaws. A copy of the Amended and Restated Bylaws of the Company are available, free of charge, in print to any shareholder who requests a copy.

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|  | BENEFICIAL OWNERSHIP

INFORMATION WITH RESPECT TO NOMINEES, CONTINUING DIRECTORS, AND EXECUTIVE OFFICERS

The following table sets forth, as of April 10, 2018, the names of the nominees, continuing directors, and executive officers of the Company, their ages and, as applicable, the year in which he or she became a director and the year in which his or her term (or in the case of the nominees, their proposed terms) as director of the Company expire. The table also sets forth the amount and percentage of Common Stock beneficially owned by each director, by each named executive officer (as defined on page 20), and by all directors and executive officers as a group as of April 10, 2018.

Name |  | Age |  |  | Director Since |  |  | Shares of Common Stock Beneficially Owned (1) (2) |  |  | Percent of Class |
Nominees (Whose Terms Would Expire in 2021): |  |  |  |  |  |  |  |  |
Maureen E. Clancy |  |  | 86 |  |  |  | 2003 |  |  |  | 135,148 | (3) |  |  | 0.28 | %
Hanif “Wally” Dahya |  |  | 62 |  |  |  | 2007 |  |  |  | 152,500 | (3,4) |  |  | 0.031 | %
Joseph R. Ficalora |  |  | 71 |  |  |  | 1989 | (7) |  |  | 6,810,443 | (3,4,5) |  |  | 1.389 | %
James J. O’Donovan |  |  | 75 |  |  |  | 2003 |  |  |  | 1,331,801 | (3,4,5) |  |  | 0.272 | %
Directors Whose Terms Expire in 2020: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dominick Ciampa |  |  | 84 |  |  |  | 1995 |  |  |  | 640,732 | (3,4) |  |  | 0.131 | %
Leslie D. Dunn |  |  | 73 |  |  |  | 2015 |  |  |  | 19,000 | (3)(4) |  |  | 0.004 | %
Lawrence Rosano, Jr. |  |  | 65 |  |  |  | 2014 |  |  |  | 24,500 | (3,4) |  |  | 0.005 | %
Robert Wann |  |  | 63 |  |  |  | 2008 |  |  |  | 2,322,208 | (3,5) |  |  | 0.474 | %
Directors Whose Terms Expire in 2019: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Michael J. Levine |  |  | 73 |  |  |  | 2004 |  |  |  | 314,860 | (3) |  |  | 0.064 | %
Ronald A. Rosenfeld |  |  | 79 |  |  |  | 2012 |  |  |  | 99,666 | (3,4) |  |  | 0.02 | %
Lawrence J. Savarese |  |  | 61 |  |  |  | 2013 |  |  |  | 89,175 | (3,4) |  |  | 0.18 | %
John M. Tsimbinos |  |  | 80 |  |  |  | 2003 |  |  |  | 1,200,436 | (3,4) |  |  | 0.245 | %
Named Executive Officers Who Are Not Directors: |  |  |  |  |  |  |  |  |  |  |  |
Thomas R. Cangemi |  |  | 49 |  |  |  | — |  |  |  | 1,238,506 | (3,4,5,6) |  |  | 0.253 | %
James J. Carpenter |  |  | 57 |  |  |  | — |  |  |  | 665,850 | (3,4,5) |  |  | 0.136 | %
John J. Pinto |  |  | 47 |  |  |  | — |  |  |  | 519,435 | (3,5) |  |  | 0.106 | %
All directors and executive officers as a group (15 persons) |  |  |  |  |  |  |  |  |  |  | 15,564,260 |  |  |  | 3.174 | %

(1) | Includes the following shares of common stock held directly: Mr. Ciampa: 16,828; Mrs. Clancy: 106,148; Mr. Ficalora: 3,576,341; Mr. Levine: 271,360; Mr. O’Donovan: 699,346; Mr. Rosano: 8,400; Mr. Savarese: 41,175; Mr. Tsimbinos: 1,002,127; Mr. Wann: 1,297,602; Mr. Cangemi: 861,230; Mr. Carpenter: 424,589; and Mr. Pinto: 328,749.

(2) | Each person effectively exercises sole (or shares with spouse or other immediate family member) voting or dispositive power as to shares reported herein (except as noted). Figures include all of the shares held directly and indirectly by directors and the Company’s executive officers, as well as the shares underlying stock awards that have been granted to, and are currently exercisable or exercisable within 60 days by, such directors and executive officers under the Company’s various stock-based benefit plans.

(3) | Includes the following shares of unvested restricted stock awards: Mr. Ciampa – 72,500; Mrs. Clancy – 29,000; Mr. Dahya – 43,500; Ms. Dunn – 13,800; Mr. Ficalora – 630,669; Mr. Levine – 43,500; Mr. O’Donovan – 39,500; Mr. Rosano – 13,600; Mr. Rosenfeld – 10,200; Mr. Savarese – 43,500; Mr. Tsimbinos – 10,200; Mr. Wann – 298,434; Mr. Cangemi – 185,869; Mr. Carpenter – 168,775; and Mr. Pinto – 126,176.

(4) | Includes the following shares that are owned by spouses of the named nominees, continuing directors, and executive officers or are held in individual retirement accounts, trust accounts, custodian accounts, or foundation accounts for which the directors and the executive officers are deemed beneficial owners: Mr. Ciampa – 551,404; Mr. Dahya – 109,000; Ms. Dunn – 5,200; Mr. Ficalora – 300,863; Mr. O’Donovan – 5,318; Mr. Rosano – 2,500; Mr. Rosenfeld – 89,466; Mr. Savarese – 4,500; Mr. Tsimbinos – 188,109; Mr. Cangemi – 60,335; and Mr. Carpenter – 16,166.

(5) | Includes the following shares allocated under the NYCB Employee Stock Ownership Plan (“ESOP”) (and in the case of Messrs. Ficalora, Cangemi and Pinto, acquired for their ESOP accounts pursuant to dividend reinvestments): Mr. Ficalora – 617,579;

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| Mr. O’Donovan – 210,383; Mr. Wann – 355,859; Mr. Cangemi – 39,281; Mr. Carpenter – 42,245; and Mr. Pinto – 36,740. Also includes 1,042,461; 308,655; and 260,126 shares allocated under the Community Bank’s Supplemental Benefits Plan (and acquired for their SERP accounts pursuant to dividend reinvestment) to the accounts of Messrs. Ficalora, O’Donovan and Wann, respectively. Further includes shares held by the trustee of the New York Community Bancorp, Inc. Employee Savings Plan for the accounts of the following officers: Mr. Ficalora – 642,530; Mr. Wann – 110,187; Mr. O’Donovan – 68,599; Mr. Cangemi – 91,791; Mr. Carpenter – 13,805 and Mr. Pinto – 27,770; which include shares acquired in Messrs. Ficalora’s, Cangemi’s, Carpenter’s, and Pinto’s accounts pursuant to dividend reinvestment.

(6) | Mr. Cangemi has pledged 515,729 shares of Common Stock pursuant to margin account arrangements. The margin balances outstanding, if any, pursuant to such arrangements may vary from time to time. All pledge obligations entered into before the adoption of the new policy on pledging stock are grandfathered for the duration of the pledge commitment. See page 34 for a summary of our policy on hedging and pledging of Common Stock.

(7) | Includes years of service as a trustee or director of the Community Bank.

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|  | EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION AND RELATED INFORMATION

I. COMPENSATION DISCUSSION AND ANALYSIS

A. EXECUTIVE SUMMARY

We are pleased to provide our shareholders with an overview and analysis of the compensation programs in which the following executive officers (our “named executive officers” or “NEOs”) participated during 2017 and the process we use to make specific compensation decisions for our NEOs:

| • |  | Joseph R. Ficalora, President and Chief Executive Officer

| • |  | Robert Wann, Senior Executive Vice President and Chief Operating Officer

| • |  | Thomas R. Cangemi, Senior Executive Vice President and Chief Financial Officer

| • |  | James J. Carpenter, Senior Executive Vice President and Chief Lending Officer

| • |  | John J. Pinto, Executive Vice President and Chief Accounting Officer

Ø Scope of the Compensation Discussion and Analysis

The Compensation Discussion and Analysis provides shareholders with important information regarding our executive compensation program, including the following:

| ✓ |  | a discussion of our compensation philosophy and the objectives of our compensation program;

| ✓ |  | a discussion of each element of executive compensation, the purpose it serves and our targeted compensation “mix” for 2017;

| ✓ |  | a review of the process by which the Compensation Committee makes compensation decisions, including an overview of the timeline, the parties involved, risk considerations and tax considerations; and

| ✓ |  | a discussion of the Compensation Committee’s 2017 incentive compensation decisions and the key factors that influenced those decisions.

Ø Our Company in 2017

In 2017, we continued to feel the adverse effects of the termination of our agreement to acquire Astoria Financial, a transaction that would have represented a continuation of our highly successful strategy of growth through acquisition. Several years ago, we made a strategic decision to manage growth below the $50 billion threshold for classification as a “systematically important financial institution” or “SIFI”. This decision was predicated on our belief that the costs associated with the regulatory burden of SIFI status would be more manageable if they were absorbed in the context of a transaction that created a significantly larger bank. The Astoria transaction met this strategic objective, and we took a number of actions in anticipation of the closing of the transaction that we believed would, in the long run, enhance shareholder value. The Astoria transaction would have created a strong SIFI bank, poised for future growth through acquisition and the resumption of organic growth through the expansion of our core businesses. Ultimately, the path to regulatory approval proved difficult, and the deadlines built into the transaction could not be met. Moreover, these events occurred against the backdrop of a rising interest rate environment and the burden of carrying expenses attributable to the demands of meeting regulatory requirements. We acknowledge that the convergence of these circumstances has resulted in a loss of shareholder value, a loss that has been shared by the members of our executive management team.

However, shareholders should not lose focus on the fundamental soundness of our business and our future prospects. We have a strong and experienced management team with a proven track record of creating shareholder value. In 2017, we continued to operate at level of efficiency that places us at the head of our peer group. We maintained sterling asset quality and a strong capital position. We also resumed organic growth with strong demand for our loan products and we exited a business, mortgage banking, that was peripheral to our core business and which added greatly to our regulatory risks and burdens. Our business will also benefit from a reduced tax burden as a result of recently enacted tax reform legislation. With relief from the regulatory burden of SIFI status on the horizon, our core business strategy – growth through acquisition – remains realistic and achievable. In short, the setbacks of the last few years have been a learning experience that will be put to good use as we move back on the path to creation of shareholder value.

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Ø Selected 2017 Financial Benchmarks

$49.1 Billion |  |  |  |  |  |  | $29.1 Billion |  |  |  |  |  |  | $441.6 Million |  |  |  |  |  |  | $332.1 Million
Assets |  |  |  |  |  |  | Deposits |  |  |  |  |  |  | Net Income Available to Shareholders |  |  |  |  |  |  | Total Cash Dividends
$0.90 |  |  |  |  |  |  | 0.96% |  |  |  |  |  |  | 7.12% |  |  |  |  |  |  | 50.69%1
EPS (Fully Diluted) |  |  |  |  |  |  | ROAA |  |  |  |  |  |  | ROACE |  |  |  |  |  |  | Efficiency Ratio
$28.1 Billion |  |  |  |  |  |  | $82 Million |  |  |  |  |  |  | 11.36% |  |  |  |  |  |  | 0.19%
Multi-Family Loan Portfolio |  |  |  |  |  |  | Net Gain from Sale of Mortgage Business & FDIC Loss Share Assets |  |  |  |  |  |  | Common Equity Tier 1 Capital |  |  |  |  |  |  | Non-Performing Loans/Total Loans

Ø Consideration of 2017 Say-on-Pay Results and Shareholder Engagement

The results of our 2017 shareholder advisory vote on executive pay revealed a clear split among shareholders in their perception of our executive compensation program. The final vote totals showed the “against” votes with a narrow margin over votes “for” the proposal out of nearly 318 million voting shares. However, the Committee took notice of the significant vote against the proposal and the fact that, under the former triennial schedule, the Company’s 2014 “say on pay” results were also adverse. In direct response to shareholder concerns reflected in the say-on-pay voting and voiced in the shareholder engagement process, the Committee modified its approach to award determinations under the Company’s executive incentive compensation programs. Most notably, to support the exercise of negative discretion, the Committee (i) reviewed a wider range of financial metrics to better evaluate the Company’s performance relative to its peers and (ii) evaluated 2017 NEO compensation at peer banks to help ensure that, for the Company’s NEOs, the Committee achieved an improved alignment of pay with performance. The Committee believes that these changes, and their effect on 2017 NEO compensation, should be carefully considered by shareholders in 2018, the first year of our transition to an annual “say on pay” advisory vote.

At the 2017 Annual Meeting, shareholders endorsed the Board’s recommendation that the advisory “say-on-pay” vote occur annually. We believe an annual vote will provide the Committee with more immediate feedback on shareholder consideration of our executive compensation program.

In 2017 and early 2018, we continued our board-driven outreach efforts with certain institutional investors to solicit their views on our executive compensation program and related corporate governance topics. This process has provided the Company with constructive feedback that is evaluated by the Compensation Committee and shared with the whole Board.

Ø 2017 Executive Compensation Highlights

While our CEO and each of the other NEOs continued to perform at a very high level during 2017 in their areas of functional responsibility, the Compensation Committee approached the 2017 incentive compensation decisions with a keen awareness of continuing shareholder concerns about the direction of their investment in the Company. Although the existing short- and long-term incentive plan structures rely on financial metrics that are closely linked to the factors that have traditionally contributed to the Company’s creation of shareholder value, the Committee determined that a broader view of the Company’s performance relative to its peers was necessary to ensure a proper alignment of pay with performance. The following provides a capsule summary of the Committee’s key decisions for the 2017 performance period:

1 | Excludes $82 million net gain from the September 2017 sale of the Community Bank’s mortgage business and 2017 sale of loans subject to the Bank’s Shared Loss Agreements with the FDIC made in connection with the 2009 AmTrust Bank and 2010 Desert Hills Bank resolution transactions.

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| ✓ |  | No Change to Base Salary

The Compensation Committee reviewed the base salaries of our CEO and the other NEOs in March 2018 and did not authorize salary adjustments. The Committee determined that the current base salary for each executive was appropriately positioned as a percentage of the executive’s target pay mix.

| ✓ |  | Reduced Short-Term Incentive Awards

Although the executives were eligible for awards at the maximum plan funding level, the Committee exercised negative discretion to reduce the actual award for each executive to the midpoint between the minimum and target award levels or, in dollar terms, to 42% of the maximum award value. This determination was based principally on two factors: (i) the Committee’s evaluation of a wide range of supplemental financial metrics that provided the Committee with a broader perspective on the Company’s 2017 performance relative to the peer group and (ii) the fact that the Company’s average percentile ranking with respect to the 2017 short-term program metrics (ROATA and Efficiency Ratio), which determine the plan funding level, showed a significant year-over-year decline. For a detailed discussion of award determinations under the 2017 short-term incentive compensation program, see Overview of our Incentive Compensation Program below and the “Executive Compensation Tables – “Summary Compensation Table” and the related tables that provide specific information on awards.

| ✓ |  | Reduced Long-Term Incentive Awards

Although the executives were eligible for awards at the maximum plan funding level, the Committee exercised negative discretion to reduce the actual award for each executive to the midpoint between the minimum and target award levels or, in dollar terms, to 42% of the maximum award value. This determination was based principally on (i) the Committee’s evaluation of a wide range of supplemental financial metrics (see above) that provided the Committee with a broader perspective of the Company’s 2017 performance relative to the peer group and (ii) the year-over-year downward trend in the metrics used to determine awards under the long-term program. For a detailed discussion of award determinations under the 2017 long-term incentive compensation program, see Overview of our Incentive Compensation Program below and the “Executive Compensation Tables – “Summary Compensation Table” and the related tables that provide specific information on awards.

| ✓ |  | Aligning Pay and Performance

The Committee’s decisions in 2017 were focused on the alignment of pay and 2017 Company performance, reflecting an acknowledgment of shareholder concerns while recognizing each executive’s high level of individual performance. An important indicator of the impact of the Committee’s actions is the effect on each executive’s 2017 total direct compensation or “TDC” (the sum of base salary, short-term incentive compensation, and long-term incentive compensation), and the positioning of TDC for the Company’s senior executives relative to executives in similar positions at peer institutions. The Committee’s final determinations on incentive pay positioned CEO TDC at approximately the 31st percentile of the peer group and the average TDC for the other NEOS at approximately the 44th percentile of the peer group. The Committee believed that this positioning achieved an appropriate alignment of pay and performance after taking into account several factors that mitigated against the exercise of negative discretion. Considering 2016 vs. 2017, TDC decreased by 43% for our CEO and, on average, by 37.5% for our other NEOs. See Overview of our Incentive Compensation Program below for additional information.

Ø Director Compensation Review

Beginning in 2017 and continuing into January 2018, the Compensation Committee initiated a comprehensive review of non-employee director compensation to benchmark the Company’s director pay relative to peer institutions. After careful consideration of peer data, the Committee, in January 2018, initiated a 10% across-the-board reduction in all non-employee director retainers and fees, including the premium retainers and fees received by certain Board Committee chairs, and reduced equity awards for non-employee directors by 50% relative to 2016 and 2017 award levels, subject to a 3,000 share minimum award. These modifications were endorsed by the full Board. The revised compensation structure is intended to improve the Company’s alignment with director pay practices at peer institutions while ensuring that the directors are fairly compensated for their significant contributions of knowledge, experience and time to the Board and its Committees. Separately, the Board approved the consolidation of several Board committees, which is expected to improve operating efficiency and reduce aggregate Board compensation costs. Taking all of these changes into account, it is projected that aggregate Board compensation cost in 2018 will be reduced by an estimated 30-35%. For additional information, see the Directors’ Compensation section of this proxy statement.

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B. THE BUSINESS CONTEXT AND GOVERNANCE FRAMEWORK FOR OUR COMPENSATION DECISIONS

Ø Our Unique Business Model and Approach to Driving Shareholder Value

We have historically built value for shareholders by executing on a unique business model that has provided consistently superior financial results over the long-term. The strength of our business model has enabled us to weather periods of economic downturn with greater success than our peers and to benefit from periods of economic expansion. The performance metrics we use to drive our incentive compensation programs encourage behavior that supports our business model.

| • |  | Building shareholder value – We have built long-term value for our shareholders with our growth through acquisition strategy and by maintaining the strength of our core business over decades.

| • |  | Maintaining leadership in our core business niche – We have been a leader in the New York City multi-family lending market for more than 40 years.

| • |  | Maintaining exceptional asset quality – Through conservative underwriting and operating standards, we have maintained exceptionally strong asset quality to ensure that our core sources of income will remain healthy through the long term. Even during challenging credit cycles, our asset quality measures remains exceptionally strong and better than those of our peers.

| • |  | Holding the line on expenses – We consistently rank in the top tier of bank holding companies based on efficiency.

| • |  | Growing deposits in a competitive market – We grow deposits with successful retail, institutional, and municipal deposit campaigns. In addition to diversifying our sources of funds, the increase in deposits enabled us to reduce our wholesale borrowings.

| • |  | Maintaining our capital strength – Recognizing the importance of capital strength to our regulators and investors, our efforts to ensure low credit losses have enabled us to maintain strong earnings and capital.

Ø Our Compensation Strategy

Our approach to executive compensation is based on four simple strategic objectives:

Strategic Objective |  |  |  | How our Programs Support our Strategy
We must be competitive in the marketplace for talent |  | ✓ |  | Our programs are designed to be competitive in the marketplace as we seek to retain top talent for our executive ranks.
| ✓ |  | We offer our executives a balanced mix of compensation with opportunities to earn significant cash and equity incentive compensation.
Pay must reflect performance and support our strategic goals |  | ✓ |  | Our incentive compensation program supports key elements of our strategic plan by focusing on performance metrics tied to our business strategies.
| ✓ |  | A significant portion of our NEO compensation is at risk since our executives receive the majority of their pay from variable compensation.
The interests of our executives must be aligned with the interests of our long-term shareholders |  | ✓ |  | A significant portion of executive pay is provided in the form of equity, and equity is only awarded on the basis of performance.
| ✓ |  | We vest equity over an extended period of continued employment.
| ✓ |  | Our stock ownership guidelines encourage our executives to retain a significant equity interest in the Company. The holdings of our NEOs significantly exceed our ownership guidelines.
Incentive compensation programs must discourage excessive risk taking |  | ✓ |  | Our compensation programs are designed to ensure that we do not incentivize our executives to take unnecessary or excessive risks that could undermine the value of the Company.
| ✓ |  | Our review of the risk profile of our compensation program is an annual and ongoing task for management and the Compensation Committee.

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Ø The Governance Framework for Our Executive Compensation Program

All decisions on executive compensation are made within the context of a strong governance framework that helps ensure that the outcome is consistent with our compensation philosophy, the creation of shareholder value, and the safety and soundness of our banking operations. To that end, we use the following principles to guide the development and implementation of our executive compensation program:

| Ø | We make all key executive compensation decisions and all decisions affecting the compensation of our NEOs through a committee of independent directors, and we seek advice from an independent compensation consultant on key executive compensation matters.

| Ø | We engage in shareholder outreach to help us evaluate our governance structure and executive compensation program.

| Ø | We require a strong ownership commitment from our officers and directors. Our executives hold a significant number of shares of stock, reflecting levels significantly in excess of our stock ownership guidelines.

| Ø | We have a “clawback” policy that allows us to recapture amounts paid on the basis of financial results in the event that such results are found to be materially misstated. To support this policy, our long-term incentive awards are subject to a five-year vesting period after grant.

| Ø | We do not allow our executives to hedge or pledge Company stock. (Certain pledge obligations that were in effect prior to our adoption of a formal no hedging/no pledging policy in April 2015 were grandfathered from this prohibition.)

| Ø | We do not allow “single trigger” payouts under our employment and change-in-control agreements.

| Ø | We do not provide tax reimbursement payments to any named executive officer with respect to the income they realize from the vesting of equity awards granted for performance periods beginning after 2014. In prior years, the Company provided tax reimbursement payments to the named executive officers to encourage their retention of all stock granted under the Company’s long-term incentive program. Beginning with the 2015 performance period, the Company discontinued this practice prospectively with respect to newly granted awards. Awards granted in March 2016 covering the 2015 performance period and all subsequently granted awards are ineligible to receive tax reimbursement payments. No reimbursement payments will be made after March 2020 following the vesting of the last installment of awards granted in March 2015 for the 2014 performance period.

| Ø | We do not allow stock option repricing without shareholder approval.

C. OUR EXECUTIVE COMPENSATION DECISION MAKING PROCESS

Ø Key Participants

☐ | The Compensation Committee

Our Compensation Committee, all the members of which are independent directors under current NYSE listing standards, makes decisions on the compensation of our key executives, including our NEOs. This responsibility is discharged within the framework of a formal committee charter, which delegates a wide range of strategic and administrative issues to the Committee. Key among the Committee’s tasks is the development of, and monitoring of adherence to, the Company’s executive compensation philosophy. In addition, the Committee is responsible for ensuring that our plans and programs comply with all regulatory directives, including consideration of the risk profile of our compensation programs to ensure that such programs do not encourage unnecessary risk taking by participants. Finally, the Committee is charged with the annual administration of our executive incentive programs, including the development of plan design, the selection of performance metrics, the designation of specific performance goals and award opportunities, and the certification of performance results. See “Board Committees-The Compensation Committee” for a detailed discussion of the Committee’s responsibilities and membership. The Committee’s charter is posted on the corporate governance pages within the Investor Relations portion of our website at www.myNYCB.com.

The Committee meets periodically throughout the year. In 2017, the Committee met seven times, each time including discussions in executive session without management present. In March of each year, the Committee meets to review individual performance assessments for each NEO and to certify performance results for the prior year’s incentive programs. In addition, at the March meeting, the Committee determines the structure of the current year’s incentive programs by designating performance metrics and linking financial results to specific incentive award opportunities.

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The Committee reviews the compensation of each NEO annually to evaluate whether the executive’s pay level is consistent with our compensation philosophy, risk profile, and the performance of both the Company and the individual, and whether market practices dictate an adjustment in the form or level of the executive’s compensation. As part of this annual review, the Committee considers the executive’s individual contributions to the financial success of the Company, management of subordinates, contribution to safety and soundness objectives, and their long-term potential as a senior executive.

The Committee does not delegate any substantive responsibilities related to the determination of compensation for our NEOs, and the Committee members exercise their independent judgment when they make executive compensation decisions.

☐ | Our CEO

Although the Compensation Committee makes independent determination on all matters related to compensation of the NEOs, the CEO provides the Committee with his evaluation of the NEOs’ performance and makes recommendations regarding base salary and incentive compensation awards. However, the Committee has absolute discretion to accept, reject, or modify the CEO’s recommendations. Our CEO plays no role in, and is not present during, discussions regarding his own compensation or final decisions of the Committee regarding compensation of the other NEOs.

☐ | The Independent Compensation Consultant

The Compensation Committee has retained Meridian Compensation Partners LLC (“Meridian”) as an independent compensation consultant. Meridian works with the Committee to review our executive compensation program and assess our program relative to our performance and the market. Meridian attends Committee meetings as requested and participates in general discussions regarding executive compensation matters. While the Committee considers input from Meridian, the Committee’s decisions are a reflection of many factors and considerations. Management works with Meridian at the direction of the Committee to develop materials and analyses that are critical to the Committee’s evaluations and determinations. Such materials include competitive market assessments of executive compensation and guidance on regulatory and legal developments. Meridian also helps the Committee to identify an appropriate peer group and annually provides the Committee with comparative financial information for the peer group to establish and approve award levels under the Company’s incentive compensation program.

Meridian coordinates with the Chair of the Committee and participates with members of the Committee in executive session (without management personnel present) to discuss compensation matters. Meridian does not provide other services to the Company and has no direct or indirect business relationships with the Company or its affiliates. The Compensation Committee has considered Meridian’s independence for the 2017 fiscal year and whether its work raised conflicts of interest under the NYSE listing standards. Considering these factors, the Committee determined that the work performed by Meridian did not create any conflict of interest and that Meridian is independent of the Company’s management.

Ø Benchmarking and Peer Group Analysis

A critical element of our compensation philosophy, and a key reference point for compensation decisions for our executive team, is the analysis of our executive compensation structure and financial performance relative to a peer group of similarly sized, publicly traded financial institutions. We seek to ensure proper alignment between our performance and compensation relative to our peers, and to attract and retain top talent, by providing competitive and appropriate compensation. To monitor our programs and decisions, we benchmark our performance against that of our peers to assess the reasonableness of our compensation, ensure proper pay-for-performance alignment, and to establish total compensation opportunities for our named executive officers. Our peer group is selected with the assistance of our independent compensation consultant based on objective criteria. In selecting these companies for inclusion in our peer group, we consider factors such as their business mix, how they compare to the Company in terms of asset size, revenue, market capitalization, and their status as a competitor for customers, executive talent, and investment capital. The peer group is reviewed and updated annually, and changes periodically as a result of the Company’s growth, industry consolidation, and changes in a peer company’s business focus or condition. The 2017 peer group had a median asset size of approximately $66 billion, positioning the Company at the 47th percentile.

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In March 2017, after a detailed review, the Compensation Committee identified a peer group of 17 financial institutions that met the applicable criteria:

Associated Banc-Corp BOK Financial Corp. Comerica Incorporated Citizens Financial Group, Inc. Cullen/Frost Bankers, Inc. Fifth Third Bancorp First Citizens Bancshares, Inc. Huntington Bancshares Inc. KeyCorp |  | M&T Bank Corp. Northern Trust Corp. Peoples United Financial, Inc. Popular, Inc. Regions Financial Corporation Signature Bank Synovus Financial Corp. Zions Bancorporation

Ø Executive Performance Assessments

Our NEOs receive annual performance assessments following a process established by the Compensation Committee. Our CEO provides the Committee with an assessment of the other NEOs, and the Committee, in turn, provides our CEO with an assessment of his performance and considers the CEO’s evaluation of his direct reports and his compensation recommendations. While the scope of the assessment may vary from year to year, the focus of the Committee’s review is on whether the executive is meeting the functional responsibilities of the position, oversight of regulatory compliance, progress toward strategic objectives, leadership and management of external relationships. The annual performance assessments are integral to the Company’s incentive compensation program, providing the Committee with a separate basis for considering whether to exercise negative discretion when making annual awards.

D. ELEMENTS OF COMPENSATION

Ø Introduction

Our NEOs participate in a competitive compensation program that emphasizes pay for performance and the creation of shareholder value. The elements of our program, the specific objectives for each element, and a summary of how we implemented each element in 2017 are summarized in the table below:

Compensation Element |  |  |  | Objective |  | Implementation |  |
Primary Components: |  |  |  |  |  |  |  |
Base Salary |  | ✓ |  | Provides each executive with fixed compensation that reflects the executive’s position and responsibilities, market dynamics and our overall pay structure |  | Base salary is subject to annual review in March of each year based on the Compensation Committee’s assessment of the executive’s individual performance during the prior year and a review of peer group practices. |  |
Short-Term Incentives |  | ✓ |  | Provide a cash-based, market-competitive annual award opportunity linked to financial measures that are important to our business model |  | For 2017, the short-term incentive program considered our performance with respect to two metrics (see, “2017 Performance Measures” below) relative to the performance of our designated peer group. In 2017, target short-term incentive opportunities ranged from 70% to 125% of base salary. |  |
Long-Term Incentives |  | ✓ |  | Provide an incentive for our executives to create shareholder value over the long term through equity awards. |  | For 2017, the long-term incentive program considered our performance with respect to two metrics (see, “2017 Performance Measures” below) relative to the performance of our designated peer group. In 2017, target long-term incentive opportunities for our NEOs ranged from 100% to 200% of base salary. |  |
|  | ✓ |  | Align the interests of our executives with shareholders by awarding equity in the Company. |  |
|  | ✓ |  | Provide a significant retention incentive by incorporating an extended vesting period |  |

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Compensation Element |  |  |  | Objective |  | Implementation |  |
Additional Components: |  |  |  |  |  |
Retirement Benefits |  | ✓ |  | Provide tax-qualified benefit plans on the same terms as our rank-and-file employees to provide our executives with additional income after retirement |  | Our current retirement program consists of our ESOP, which is funded with an annual Company contribution determined on a uniform basis for all employees as a percentage of eligible compensation (approximately 5.1% in 2017), and our 401(k) plan, which is funded entirely by employee contributions. We do not provide our executives with any supplemental retirement benefits that would require us to accrue an expense for such benefits on an annual basis. |  |
Perquisites |  | ✓ |  | Limit perquisites so that they represent a minor portion of the overall annual compensation of our NEOs |  | Perquisites are specifically targeted to items that help each executive fulfill the requirements of his position. |  |
Employment Agreements |  | ✓ |  | Help to ensure the continued availability of our NEOs in key positions. |  | Our current NEO employment agreements have been in place without amendment since 2006. The agreements contain “double trigger” change-in-control protection (i.e., a change in control followed by the executive’s termination in specified circumstances). (See, “Other Executive Benefits”, page 33 for additional details on the terms of these agreements). Although our legacy agreements indemnify our executives for liabilities related to the “golden parachute” excise taxes, the Compensation Committee has determined that any new NEO agreements will not contain such indemnification. |  |
|  | ✓ |  | Establish market-competitive terms and conditions for the continuing employment of our NEOs, including severance benefits that reflect prevailing practices among our peers |  |
|  | ✓ |  | Assist with an orderly transition of management if a change in control of the Company were to occur. |  |

Ø 2017 Executive Compensation Program and Compensation Committee Decisions

Our executive compensation process begins early in the year when the Compensation Committee, in consultation with our independent compensation consultant and other advisors, determines the specific components of executive compensation and establishes a target pay mix for each NEO for the current fiscal year. During this period, the Committee identifies and selects the applicable performance metrics for our short-term and long-term incentive programs.

Our compensation program consists of three primary components: (i) base salary, (ii) cash-based, short-term incentive awards, and (iii) equity-based, long-term incentive awards. The Committee maintained the 2017 target pay mix at the same level as the prior year. The target pay mix for 2017 is illustrated in the following charts:

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CEO Target Pay Mix Short-Term Incentive 29% Long-Term Incentive 47% Base Salary 24% Short-Term Incentive 27% Long-term Incentive 38% Base Salary 35%

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Ø Base Salary

Our NEOs receive base salaries at levels that reflect the nature, scope, and complexity of their specific positions. The salaries of our NEOs are reviewed annually to reflect their individual performance, ongoing contributions, and competitive market practice. Base salaries reflect the “fixed” portion of our total compensation and provide a reference point for targeting incentive compensation opportunities.

Consistent with past practice, the Compensation Committee reviewed the base salary levels of our NEOs in March 2018 and made no adjustments to the levels in effect during 2017. (If the Committee determines to change base salaries based on such review, the new salary levels are put into effect as of January 1st of the year in which such determination is made.) Taking into account individual performance of the NEOs, peer compensation information, and other factors described herein, the Committee determined that the current base salary for each executive was appropriately positioned as a percentage of the executive’s target pay mix.

Ø Overview of our Incentive Compensation Program

Our incentive compensation programs are maintained under applicable provisions of our 2012 Stock Incentive Plan, which was approved by shareholders in 2012. The program has two components: (i) a short-term performance-based award opportunity that is paid in cash and (ii) a long-term performance-based award opportunity that is settled in shares of restricted stock and includes a five-year vesting period. Awards under each program depend on our financial performance, as measured by reference to specific financial metrics, relative to the performance of our peer group. The Committee selected this approach, rather than relying on our performance with respect to specific financial target(s), in the belief that an evaluation of our performance relative to our peers best captures the dynamic of our business model and provides a more valid assessment of how the Company performs through business cycles. It also provides our shareholders with a comparative view of how the Company performs relative to other similarly sized institutions.

The development of both the short-term and long-term incentive programs begins with the Compensation Committee’s designation of the financial metrics that would apply under each program for the current year and the applicable performance period. After identifying the applicable metrics, the Committee sets a range of annual performance targets that link our performance, expressed on a percentile ranking basis, to the performance of our peers at minimum, target, and maximum levels. Specifically, the minimum, target, and maximum levels reflect the Company’s average percentile ranking across all of the selected metrics.

Each executive has a range of award opportunities, expressed as a percentage of current-year base salary, that reflect performance at threshold, target, and maximum levels. At a meeting in March of the following year, the Committee certifies the Company’s level of performance relative to the performance of each peer group company with respect to each designated financial metric. The certified level of performance is then correlated to the range of award opportunities for each executive to determine actual awards, taking into account the Committee’s exercise of negative discretion and interpolation between award levels. No awards are provided for performance below the threshold performance level and actual awards cannot exceed the maximum award opportunity.

The determination of actual awards is subject to the Committee’s authority to exercise negative discretion to reduce an award below the otherwise established funding level. In practice, the Committee’s exercise of negative discretion is based on several factors including, but not limited to, consideration of underperformance with respect to one or more designated financial metrics, individual performance assessments, an evaluation of supplemental financial metrics relating to the Company, industry trends and best practices and the Company’s overall performance relative to the execution of its business plan.

Ø 2017 Performance Metrics

The Compensation Committee establishes the financial metrics, and the performance targets, we use to determine eligibility for awards under our incentive programs. In 2017, the Committee selected different metrics to establish award opportunities under the short- and long-term programs, using, in each case, metrics that relate to core business strategies and that are linked to the duration of the applicable performance period, i.e., 2017 for the short-term program and 2015-2017 for the long-term program.

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The following tables identify the financial metrics we used in 2017 for our short-term and long-term incentive programs and provides our rationale for the use of each metric in the context of our strategic plan. Please see Annex A for a reconciliation of non-GAAP measures presented below.

Short-Term Incentive Program Metrics:

Performance Metric |  | How We Define It |  | Why We Use It |  |
Return on Average Tangible Assets (ROATA) |  | Net income as a percentage of average tangible assets. |  | Shows the profitability of our assets by measuring how effectively management is deploying our assets to generate a positive return. |  |
Efficiency Ratio |  | Non-interest expense before foreclosed property expense, amortization of intangibles and goodwill impairments as a percentage of net interest income and non-interest income, excluding gains from securities sales and non-recurring items. |  | Shows how effectively we manage our expenses and use our resources to create revenue. We believe efficient use of our resources, particularly given our acquisition strategy, is a significant competitive advantage. |  |

Long-Term Incentive Program Metrics:

Performance Metric |  | How We Define It |  | Why We Use It |  |
Net Charge-offs as a Percentage of Average Loans and Leases |  | Loans and leases charged off, net of recoveries, as a percentage of average loans, net of average guaranteed loans and leases. |  | Provides a solid measure of our loan quality and the effectiveness of our risk management controls. As a highly regulated business, having a strong credit culture minimizes risk to our business and shareholder value. |  |
Return on Average Tangible Common Equity (ROATCE) |  | Net income, adjusted for tax-effected amortization of intangibles, as a percent of average tangible common equity. |  | Provides a strong measure of the effectiveness of our capital deployment strategies over time. |  |

Ø 2017 Incentive Program Funding and Award Opportunities

Award opportunities under our 2017 short- and long-term incentive programs were set by the Compensation Committee based on competitive market practices and were defined as a percentage of each executive’s base salary at the beginning of the year. With respect to both the short- and long-term programs, the Committee calculated the Company’s rank on a percentile basis relative to the peer group for each performance metric. The average of the rankings was then assessed to determine the potential funding level for the incentive awards.

The following table presents a matrix of the possible program funding levels for 2017 based on the average of the Company’s percentile rankings over the designated metrics relative to the peer group:

2017 Incentive Plan Funding
Average Percentile Ranking Relative to the Peer Group |  | Plan Funding Level (2017 Short-and-Long-Term Incentive Programs)
Less than 25th |  | 0
25th |  | Threshold
Median |  | Target
Above 75th |  | Maximum

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The following tables show the award opportunities established by the Compensation Committee for our CEO and other NEOs at each funding level under the 2017 short-term and long-term incentive compensation programs. The range of award opportunities was maintained at the same level as the prior year.

2017 Short-Term Incentive Compensation Award Opportunities (As % of 2017 Base Salary)
Executive |  | Threshold |  | Target |  | Maximum
Mr. Ficalora |  | 31.25% |  | 125% |  | 187.5%
Mr. Wann |  | 22.5% |  | 90% |  | 135%
Mr. Cangemi |  | 17.5% |  | 70% |  | 105%
Mr. Carpenter |  | 17.5% |  | 70% |  | 105%
Mr. Pinto |  | 17.5% |  | 70% |  | 105%

2017 Long-Term Incentive Compensation Award Opportunities (As % of 2017 Base Salary)
Executive |  | Threshold |  | Target |  | Maximum
Mr. Ficalora |  | 50% |  | 200% |  | 300%
Mr. Wann |  | 31.25% |  | 125% |  | 187.5%
Mr. Cangemi |  | 25% |  | 100% |  | 150%
Mr. Carpenter |  | 25% |  | 100% |  | 150%
Mr. Pinto |  | 25% |  | 100% |  | 150%

Ø 2017 Performance Results

On March 26, 2017, the Committee certified the Company’s percentile rankings with respect to the performance metrics and performance periods applicable to the 2017 short- and long-term incentive plans. The results are set forth in the table below. Please see Annex A for a reconciliation of the non-GAAP measures presented in the table.

Short-Term Performance Metrics |  | Company Performance (2017 Performance Period) |  |  | Percentile Ranking (2017 Performance Period) |
Return on Average Tangible Assets |  |  | 1.01% |  |  |  | 41th |
Efficiency Ratio |  |  | 51.96% |  |  |  | 94th |

Long-Term Performance Metrics |  | Company Performance (Average over the Performance Period 2015-2017) |  |  | Percentile Ranking (Average over the Performance Period 2015-2017) |
Net Charge Offs as a Percentage of Average Loan/Leases |  |  | .05% |  |  |  | 90th |
Return on Average Tangible Common Equity |  |  | 13.90% |  |  |  | 88th |

In reviewing the 2017 peer group data, the Committee was advised that Signature Bank did not report 2017 ROATA and ROATCE. To ensure consistency, the Committee evaluated the peer group results by both excluding Signature Bank from the peer group analysis for both metrics and by substituting ROAA for ROATA and ROACE for ROATCE for Signature Bank. In each case, the percentile ranking for the Company remained the same. The percentile rankings shown above reflect the inclusion of Signature Bank on a modified basis.

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Ø 2017 Incentive Award Determinations

In making decisions on executive pay in 2017, the Compensation Committee balanced a clear intent to recognize the dedication and commitment of the senior management team to the execution of the Company’s business strategy and the strength of each executive’s individual performance against perceived weaknesses in the Company’s 2017 financial results. Under the terms of both the short- and long-term incentive programs, the NEOs were eligible to receive awards up to the maximum plan funding level based on the Company’s rank above the 75th percentile with respect to the average percentile ranking of the designated financial metrics (as detailed above) relative to the peer group. Specifically, with respect to the average percentile ranking of the designated metrics, the Company was at the 76th percentile of the peer group for the short-term program and at the 100th percentile for the long-term program. However, the Committee exercised negative discretion to reduce awards under both the short- and long-term programs to a level at the mid-point between the threshold and target award levels. The effect of this decision is that the actual 2017 awards under both the short- and long-term programs were set at 42% of the dollar value of the maximum award, which, absent the Committee’s exercise of negative discretion, each executive was eligible to receive under the terms of the 2017 programs. See, 2017 Incentive Program Funding and Award Opportunities, above.

All short-term incentive awards were settled in cash. All long-term incentive awards were settled in shares of restricted stock, with the number of shares determined by reference to the closing price of our stock on the March 26, 2018 grant date. All restricted shares awarded under the long-term program vest over a five-year period at a rate of 20% per year on each anniversary of the grant date. For specific information on the actual grants, see the “Executive Compensation Tables – Summary Compensation Table” and the related tables detailing the actual 2017 awards.

A number of specific factors influenced the Committee’s decision to exercise significant negative discretion in the determination of actual awards:

| • |  | The Committee considered the Company’s 2017 percentile ranking in the designated peer group across a broad range of financial metrics to supplement the results shown by the four metrics used to determine funding and award opportunities under the short- and long-term incentive programs. These supplemental metrics included (i) ROAA, (i) ROAE, (iii) net interest margin, (iv) deposit growth, (v) net loan growth, (vi) EPS growth and (vii) one- and three-year TSR. With respect to these metrics, the Committee determined that the Company ranked, on average, below the 25th percentile of the peer group.

| • |  | The year-over-year decline in the Company’s average percentile ranking under the short-term incentive program from the 87th to the 76th percentile.

| • |  | The downward trend from 2016 to 2017 with respect to both of the individual metrics that are used to determine the average percentile ranking under the long-term program over the 2015-2017 performance period.

| • |  | As discussed below, the positioning of 2017 total direct compensation for the Company’s senior management group relative to similarly situated executives at peer institutions, many of which outperformed the Company with respect to key financial metrics. This review assisted the Committee’s determination of the proper alignment of 2017 NEO compensation relative to the Company’s 2017 performance.

Although the Committee identified the factors outlined above as significant to the exercise of negative discretion, the Committee also identified a number of countervailing factors that supported awards at the level selected by the Committee:

| • |  | The strong and committed individual performance of each executive during 2017 as reflected in each executive’s superior performance evaluation.

| • |  | The role of the senior management team in leading the successful sale of the Company’s mortgage banking business and FDIC loss share assets, a transaction that achieved a positive financial result and eliminated the significant regulatory burdens associated with mortgage banking.

| • |  | The lingering effects in 2017 of the Company’s inability to close the Astoria transaction, an outcome that was, in large part, determined by factors outside the direct control of the NEOs and which, in 2017, continued to exert an adverse effect on the Company’s financial performance.

| • |  | The Company’s continuing strength relative to peers as reflected in our superior efficiency ratio and superior asset quality.

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| • |  | The demonstrated strength of the Company’s business model over many years and through many economic cycles, and the critical contributions made by the senior management team to the development and implementation of the model. The Committee noted the long tenure of the senior management group as a team and determined that it was in the best interest of the Company and its shareholders to continue to provide the NEOs with incentives that encourage their retention and their dedication to addressing the issues that have created short-term setbacks for the Company.

☐ Benchmarking 2017 Executive Pay Against the Peer Group

An important consideration in the Committee’s deliberations on 2017 incentive pay was an evaluation of the positioning of the total direct compensation (“TDC”), i.e., base salary plus short- and long-term incentive compensation, for the Company’s CEO and other NEOs relative to the TDC of similarly situated executives at peer banks. This evaluation was deemed integral to the Committee’s analysis of the alignment of pay and performance, a critical factor in the Committee’s exercise of negative discretion. The Committee’s final determinations on incentive pay placed TDC for our CEO at approximately the 31st percentile of the peer group and average TDC for the other NEOs at approximately the 44 th percentile of the peer group. The Committee believed that this positioning appropriately balanced the Company’s performance relative to the peer group against the mitigating factors noted above that moderated the Committee’s exercise of negative discretion.

☐ Comparison of 2016 and 2017 Total Direct Compensation

The following table illustrates, in dollar terms and on a percentage basis, the impact of the Committee’s incentive pay determinations by presenting a year-over-year comparison of total direct compensation for our CEO and each of the other NEOs:

Executive |  | 2016 TDC ($) |  |  | 2017 TDC ($) |  |  | Change (2016 vs. 2017)
Mr. Ficalora |  | $ | 7,400,000 |  |  | $ | 4,244,000 |  |  | -43%
Mr. Wann |  | $ | 4,230,000 |  |  | $ | 2,578,996 |  |  | -39%
Mr. Cangemi |  | $ | 2,765,000 |  |  | $ | 1,753,999 |  |  | -37%
Mr. Carpenter |  | $ | 2,530,000 |  |  | $ | 1,599,006 |  |  | -37%
Mr. Pinto |  | $ | 1,880,000 |  |  | $ | 1,187,000 |  |  | -37%

Ø Other Executive Benefits

☐ | Employment Agreements and Change-in-Control Benefits

All of our NEOs have entered into employment agreements that provide severance benefits and benefit continuation in the event of their termination without cause or for good reason, disability, and after a change in control. The current agreements, which are identical in form, have been in place since 2006 without modification. No severance benefits are payable if the executive is terminated for cause or upon the executive’s voluntary resignation without good reason (as defined in the agreement). In the change-in-control context, the agreements are “double trigger”, requiring both the occurrence of a change in control and the executive’s involuntary termination of employment or constructive termination for good reason. These legacy agreements also provide the executive with indemnification against tax liabilities arising under the “golden parachute” provisions of federal tax law. For additional information regarding the terms of these employment agreements, see the section headed “Executive Compensation Tables – Potential Post-Termination Payments and Benefits”.

The Committee, with management support, has followed a policy that all new employment agreements for senior management must reflect the following terms: (i) “double trigger” change in control benefits and (ii) no indemnification for golden parachute excise tax liabilities. The prohibition on indemnification for golden parachute liabilities has not been applied to the legacy agreements maintained with our NEOs. Given the long duration of the agreements and the reasonable expectation of our NEOs that the agreements would remain in place, the Committee has decided to retain the agreements in their present form. In addition, the Committee believes that the retention of these agreements (i) will help retain the NEOs and facilitate an orderly transition during a change in control, (ii) will provide the NEOs with financial protection so they will continue to act in the best interests of the Company during the change-in-control process, and (iii) reflects an important element of a competitive compensation package for the NEOs.

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☐ | Retirement Benefits; Employee Welfare Benefits

Our principal retirement savings vehicle is our tax-qualified Employee Stock Ownership Plan (the “ESOP”). Since our initial public offering in 1993, the ESOP has been the primary source of retirement savings for all our employees, including our named executive officers. The Company makes discretionary contributions to the ESOP based on a percentage of each participant’s base compensation. The ESOP has also fostered a strong sense among our employees that they are owners with a vested interest in the success of the Company. We also offer our employees a 401(k) plan that enables them to supplement their retirement savings with elective deferral contributions. Certain NEOs are entitled to benefits at retirement under our tax-qualified, defined benefit pension plan and a related non-qualified excess benefits plan, both of which were frozen in 1999 and, following which, no additional benefits were accrued.

Certain of our named executive officers participate in a supplemental retirement benefit plan that was established at the time of our initial public offering in 1993 to provide benefits with respect to the ESOP that cannot be allocated as a result of applicable Internal Revenue Code limits. Although this plan was frozen as to annual contributions in 1999, the plan would provide a restoration benefit to the participants in the event of a change in control. We do not currently offer our named executive officers any active supplemental executive retirement benefits or other non-qualified deferred compensation programs. For additional information regarding the supplemental retirement benefits plan, please see the section headed “Executive Compensation Tables – Potential Post-Termination Payments and Benefits”.

In addition to retirement programs, we provide our employees, including our named executive officers, with coverage under medical, dental, life insurance, and disability plans on the same terms as our general employee population. We also provide employees with access to a Section 125 Plan to pay their share of the cost of such coverage on a pre-tax basis.

☐ | Perquisites

We provide our named executive officers with limited perquisites to further their ability to promote the business interests of the Company in our markets and to reflect competitive practices for similarly situated officers employed by our peers. The perquisites are reviewed periodically by the Compensation Committee and adjusted as necessary.

E. OTHER CONSIDERATIONS

Ø Risk Management and Our Compensation Programs

A central tenet of our compensation philosophy is to provide incentives that are consistent with prudent risk management while recognizing that some level of risk is inherent in the operation of our business. Our approach to risk management takes as a starting point the guidelines established by federal bank regulators:

| • |  | Incentive compensation should balance risk and financial results in a manner that does not provide incentives for excessive risk taking.

| • |  | Risk management processes and internal controls should reinforce and support the development of balanced incentive compensation arrangements.

| • |  | Banks should have strong and effective corporate governance to help ensure sound compensation practices.

Our Compensation Committee monitors our incentive compensation programs on an annual basis to ensure that the programs reflect a balanced mix of incentives that discourage unnecessary or excessive risk taking by our management team and by employees throughout the organization. An important element of our risk management process is the identification of the Company’s risk appetite, which establishes the baseline for the design of our incentive programs. We also maintain a comprehensive risk management process and strong internal controls to manage risk generally, an approach that limits the risk arising out of our incentive compensation program. Within the incentive programs, we incorporate performance measures that reflect an inherent sensitivity to risk. Moreover, by providing our executives with a significant portion of their compensation in the form of equity awards that have long-term vesting requirements and by imposing stock ownership requirements on our executives, we help ensure that our executives have significant value tied to long-term stock price performance, a factor that discourages imprudent risk-taking.

Based on our assessment, we do not believe that the risks arising out of our incentive compensation programs are reasonably likely to have a material adverse effect on the Company. We believe our programs are balanced and do not encourage excessive risk taking by the participants that could threaten the value of the Company. This determination is based on our consideration of (i) the Board’s role in establishing the Company’s risk appetite, (ii) the extensive controls we place on our business operations, and (iii) the nature of the specific incentive plans and programs we maintain for our employees.

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|  | EXECUTIVE COMPENSATION

Ø Stock Ownership Requirements

Our executive officers have, for many years, held stock in the Company at levels that are far in excess of any stock ownership guidelines that would be considered best practice. We do, however, maintain formal share ownership guidelines for our CEO and other named executive officers to affirm our commitment to stock ownership and retention as an element of our compensation philosophy. A summary of our policy and the status of our officers under the policy is provided below:

Executive |  | Multiple of Salary |  | Compliance Status
CEO |  | 6x Base Salary |  | In compliance
Other Named Executive Officers |  | 4x Base Salary |  | In compliance

Under the stock ownership policy, officers have five years from the point of initial service to meet the ownership guidelines. We count awards under our equity compensation program, stock allocated through our ESOP, and shares acquired through our 401(k) plan toward the ownership guidelines. The Compensation Committee is charged with maintaining compliance with the stock ownership guidelines.

Ø Recoupment of Incentive Compensation

The Company maintains a formal recoupment or “clawback” policy that applies to both short- and long-term incentive awards made to our executive officers. Under our policy, the Company may recover or forfeit previously paid or awarded incentive compensation if the Compensation Committee determines that such compensation was paid on the basis of materially inaccurate financial metrics or financial statements, or if such compensation is attributable to actions on the part of an executive that result in, or are reasonably expected to expose the Company to, material actual or potential risk.

Ø Hedging and Pledging of Company Stock

Our directors and officers are prohibited from hedging the value of our stock pursuant to a formal policy that bars the purchase and sale of puts, calls, options, or other derivative securities based on Company stock, or other transactions related to the monetization of the value of our stock. In addition, our officers and directors are not allowed to pledge Company stock as collateral or acquire Company stock on margin. Certain pledging transactions entered into prior to the adoption of this policy in 2015 were grandfathered under the policy for the duration of the pledge obligation only.

Ø Tax and Accounting Considerations

In consultation with our advisors, we evaluate the tax and accounting treatment of each of our compensation programs at the time of adoption and periodically thereafter to ensure that we understand the financial impact of each program on the Company. Our analysis includes a detailed review of recently adopted and pending changes in tax and accounting requirements. As part of our review, we consider modifications and/or alternatives to existing programs to take advantage of favorable changes in the tax or accounting environment or to avoid adverse consequences.

To the greatest extent possible, we structure our compensation programs in a tax-efficient manner. Prior to enactment of the Tax Cuts and Jobs Act of 2017, Section 162(m) of the Internal Revenue Code generally disallowed a federal income tax deduction for compensation over $1 million paid for any fiscal year to the Chief Executive Officer and the three other highest paid executive officers other than the Chief Financial Officer unless the compensation qualified as “performance-based” for Section 162(m) purposes. As currently structured and approved, we believe our 2017 incentive programs qualify as performance-based compensation under Section 162(m). However, due to the complex transition rules applicable to Section 162(m) as revised by the Tax Cuts and Jobs Act, there can be no guarantee that amounts intended to comply with the requirements of Section 162(m) will be deductible. For taxable years beginning on and after January 1, 2018, the Tax Cuts and Jobs Act generally eliminated the “performance-based” compensation exception under Section 162(m), and expanded the $1 million per covered employee annual limitation on deductibility to cover all named executive officers. We are still evaluating the impact of this new law on our executive incentive compensation program. However, the Compensation Committee retains the discretion necessary to provide our executives with non-deductible forms of compensation.

Ø Equity Compensation Grant and Award Practices

Our named executive officers are typically considered for equity compensation awards only in connection with our long-term incentive compensation program. The awards are generally made in March of each year based on the Compensation Committee’s evaluation of the Company’s performance relative to the financial performance objectives

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|  | EXECUTIVE COMPENSATION

established for the prior year. However, grants or awards may be made at other times during the year based on specific circumstances such as a new hire, a specific contractual commitment, or a change in position or responsibility. As a general matter, the Compensation Committee’s process is independent of any consideration of the timing of the release of material non-public information, including with respect to the determination of grant dates. Similarly, the Company has never timed the release of material non-public information with the purpose or intent of affecting the value of executive compensation. In general, the release of such information reflects long-established timetables for the disclosure of material non-public information such as earnings releases or, with respect to other events reportable under federal securities laws, the applicable requirements of such laws with respect to the timing of disclosure. The Company has not granted stock options for over a decade.

II. COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed the foregoing Compensation Discussion and Analysis, which is required by the rules established by the SEC, and has discussed it with management. Based on this review and the Committee’s discussions, the Compensation Committee recommended to the Board of Directors that the foregoing Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee

Maureen E. Clancy, Chair

Dominick Ciampa

Hanif “Wally” Dahya

Michael J. Levine

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|  | EXECUTIVE COMPENSATION TABLES

III. EXECUTIVE COMPENSATION TABLES

Ø Summary Compensation Table

The following information is furnished for the Company’s principal executive officer, principal financial officer, and the next three highest compensated executive officers of the Company (together, the “named executive officers” or “NEOs”) for the 2017 fiscal year:

Name and Principal Position |  | Year |  | Salary ($) |  | Stock Awards (1) ($) |  | Non-Equity Incentive Plan Compensation (2) ($) |  | All Other Compensation (3) ($) |  | Total Compensation ($)
Joseph R. Ficalora |  | 2017 |  |  |  | 1,400,000 |  |  |  |  | 1,750,000 |  |  |  |  | 1,094,000 |  |  |  |  | 3,427,742 |  |  |  |  | 7,671,742 |
President and CEO |  | 2016 |  |  |  | 1,400,000 |  |  |  |  | 3,500,000 |  |  |  |  | 2,500,000 |  |  |  |  | 3,991,990 |  |  |  |  | 11,391,990 |
|  | 2015 |  |  |  | 1,400,000 |  |  |  |  | 4,099,991 |  |  |  |  | 2,575,000 |  |  |  |  | 4,060,305 |  |  |  |  | 12,135,296 |
Robert Wann |  | 2017 |  |  |  | 1,100,000 |  |  |  |  | 859,996 |  |  |  |  | 619,000 |  |  |  |  | 1,474,549 |  |  |  |  | 4,053,545 |
Senior EVP and COO |  | 2016 |  |  |  | 1,100,000 |  |  |  |  | 1,720,000 |  |  |  |  | 1,410,000 |  |  |  |  | 1,632,359 |  |  |  |  | 5,862,359 |
|  | 2015 |  |  |  | 1,050,000 |  |  |  |  | 1,899,991 |  |  |  |  | 1,325,000 |  |  |  |  | 1,651,465 |  |  |  |  | 5,926,456 |
Thomas R. Cangemi |  | 2017 |  |  |  | 850,000 |  |  |  |  | 531,999 |  |  |  |  | 372,000 |  |  |  |  | 978,819 |  |  |  |  | 2,732,818 |
Senior EVP and CFO |  | 2016 |  |  |  | 850,000 |  |  |  |  | 1,065,000 |  |  |  |  | 850,000 |  |  |  |  | 1,088,752 |  |  |  |  | 3,868,752 |
|  | 2015 |  |  |  | 825,000 |  |  |  |  | 1,174,991 |  |  |  |  | 825,000 |  |  |  |  | 1,148,959 |  |  |  |  | 3,973,950 |
James J. Carpenter |  | 2017 |  |  |  | 775,000 |  |  |  |  | 485,006 |  |  |  |  | 339,000 |  |  |  |  | 859,490 |  |  |  |  | 2,458,496 |
Senior EVP and CLO |  | 2016 |  |  |  | 775,000 |  |  |  |  | 970,000 |  |  |  |  | 785,000 |  |  |  |  | 957,621 |  |  |  |  | 3,487,621 |
|  | 2015 |  |  |  | 750,000 |  |  |  |  | 1,074,998 |  |  |  |  | 750,000 |  |  |  |  | 992,021 |  |  |  |  | 3,567,019 |
John J. Pinto |  | 2017 |  |  |  | 575,000 |  |  |  |  | 360,000 |  |  |  |  | 252,000 |  |  |  |  | 668,214 |  |  |  |  | 1,855,214 |
EVP and CAO |  | 2016 |  |  |  | 575,000 |  |  |  |  | 720,000 |  |  |  |  | 585,000 |  |  |  |  | 676,248 |  |  |  |  | 2,556,248 |
|  | 2015 |  |  |  | 550,000 |  |  |  |  | 799,990 |  |  |  |  | 550,000 |  |  |  |  | 687,268 |  |  |  |  | 2,587,258 |

(1) | Represents an award under the Company’s performance-based, long-term incentive compensation program. In accordance with SEC disclosure requirements for equity compensation, the reported amount represents the full grant date (March 26, 2018) fair value of each award calculated in accordance with FASB ASC Topic 718. Please refer to Note 13 to the financial statements in our annual reports for the years ended December 31, 2017, 2016, and 2015 for additional discussion on the determination of these values. All 2017 awards were made in the form of restricted stock vesting in approximately equal installments over a five-year period. See “Compensation Discussion and Analysis and the Grants of Plan-Based Awards” table for additional information concerning the 2017 awards.

(2) | Represents an award for 2017 performance under the Company’s short-term incentive compensation program. See, “Compensation Discussion and Analysis and the Grants of Plan-Based Awards” table below for additional information concerning the 2017 awards.

(3) | The following table sets forth the components of the All Other Compensation column in 2017:

Executive |  | Dividends on Unvested Restricted Stock ($) |  | Tax Reimbursement Related to Restricted Stock Vesting (a) ($) |  | Life Insurance Imputed Income ($) |  | Annual ESOP Allocation (b) ($) |  | Total ($)
Mr. Ficalora |  |  |  | 505,066 |  |  |  |  | 2,827,183 |  |  |  |  | 82,351 |  |  |  |  | 13,142 |  |  |  |  | 3,427,742 |
Mr. Wann |  |  |  | 230,563 |  |  |  |  | 1,203,851 |  |  |  |  | 26,993 |  |  |  |  | 13,142 |  |  |  |  | 1,474,549 |
Mr. Cangemi |  |  |  | 145,345 |  |  |  |  | 816,833 |  |  |  |  | 3,499 |  |  |  |  | 13,142 |  |  |  |  | 978,819 |
Mr. Carpenter |  |  |  | 130,582 |  |  |  |  | 710,937 |  |  |  |  | 4,829 |  |  |  |  | 13,142 |  |  |  |  | 859,490 |
Mr. Pinto |  |  |  | 98,900 |  |  |  |  | 553,787 |  |  |  |  | 2,385 |  |  |  |  | 13,142 |  |  |  |  | 668,214 |

(a) | In prior years, the Company provided tax reimbursement payments to the named executive officers to encourage their retention of all stock granted under the Company’s long-term incentive program. Beginning with the 2015 performance period, the Company discontinued this practice prospectively with respect to newly granted awards. Awards granted in March 2016 covering the 2015 performance period and all subsequently granted awards are ineligible to receive tax reimbursement payments. No reimbursement payments will be made after March 2020 following the vesting of the last installment of awards granted in March 2015 for the 2014 performance period.

(b) | Based on the $13.02 closing price of the Common Stock on December 29, 2017, the final trading day of 2017.

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|  | EXECUTIVE COMPENSATION TABLES

Ø Grants of Plan-Based Awards

The following table provides information concerning the 2017 award opportunities for the named executive officers under the Company’s non-equity and equity incentive plans:

|  | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) |  | Estimated Future Payouts Under Equity Incentive Plan Awards (2) |  | Grant Date Fair Value of Stock Awards (3) ($)
Executive |  | Threshold ($) |  | Target ($) |  | Maximum ($) |  | Threshold ($) |  | Target ($) |  | Maximum ($) |
Mr. Ficalora |  |  |  | 438,000 |  |  |  |  | 1,750,000 |  |  |  |  | 2,625,000 |  |  |  |  | 700,000 |  |  |  |  | 2,800,000 |  |  |  |  | 4,200,000 |  |  |  |  | 1,750,000 |
Mr. Wann |  |  |  | 248,000 |  |  |  |  | 990,000 |  |  |  |  | 1,485,000 |  |  |  |  | 344,000 |  |  |  |  | 1,375,000 |  |  |  |  | 2,063,000 |  |  |  |  | 859,996 |
Mr. Cangemi |  |  |  | 149,000 |  |  |  |  | 595,000 |  |  |  |  | 893,000 |  |  |  |  | 213,000 |  |  |  |  | 850,000 |  |  |  |  | 1,275,000 |  |  |  |  | 531,999 |
Mr. Carpenter |  |  |  | 136,000 |  |  |  |  | 543,000 |  |  |  |  | 814,000 |  |  |  |  | 194,000 |  |  |  |  | 775,000 |  |  |  |  | 1,163,000 |  |  |  |  | 485,006 |
Mr. Pinto |  |  |  | 101,000 |  |  |  |  | 403,000 |  |  |  |  | 604,000 |  |  |  |  | 144,000 |  |  |  |  | 575,000 |  |  |  |  | 863,000 |  |  |  |  | 360,000 |

(1) | Represents award opportunity levels under the Company’s 2017 cash-based, short-term incentive program. Actual awards were determined by the Compensation Committee on March 26, 2018. See, “Compensation Discussion and Analysis” for additional information on the 2017 program and the Committee’s award determinations.

(2) | Represents award opportunity levels under the Company’s 2017 equity-based, long-term incentive plan. Actual awards were determined by the Compensation Committee on March 26, 2018. See, “Compensation Discussion and Analysis” for additional information on the 2017 program and the Committee’s award determinations.

(3) | Represents the grant date fair value of the long-term incentive plan awards determined in accordance with FASB ASC Topic 718. Under ASC 718, companies that award their employees stock-based compensation will recognize the fair value of those awards in their financial statements, generally beginning on the date of the awards are granted. The awards were granted as of March 26, 2018 in the form of restricted stock grants that will vest in equal installments over a five-year vesting period.

Ø Stock Vested

The following table provides information concerning the amount and value of restricted shares vesting during 2017 pursuant to awards granted to the named executive officers in the previous years:

|  | Restricted Stock Vesting
Executive |  | Shares Acquired on Vesting |  | Value Realized on Vesting ($) (1)
Mr. Ficalora |  |  |  | 237,375 |  |  |  |  | 3,414,240 |
Mr. Wann |  |  |  | 103,066 |  |  |  |  | 1,482,385 |
Mr. Cangemi |  |  |  | 68,462 |  |  |  |  | 984,714 |
Mr. Carpenter |  |  |  | 60,283 |  |  |  |  | 867,057 |
Mr. Pinto |  |  |  | 46,537 |  |  |  |  | 669,358 |

(1) | Represents the aggregate value realized in 2017 upon the vesting of restricted stock awarded in prior years under the Company’s long-term incentive program based on the value of the Company’s stock on the applicable vesting date for each award. The value realized by the executive upon vesting is also the amount realized by the executive as 2017 taxable income.

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|  | EXECUTIVE COMPENSATION TABLES

Ø Outstanding Equity Awards at Fiscal Year-End

The following table provides certain information with respect to unvested restricted stock awards held by the named executive officers as of December 31, 2017. The market value of the reported shares is based on the $13.02 closing price of the Common Stock on December 29, 2017, the final trading day of 2017. As of December 31, 2017, the named executive officers did not hold any stock options.

Executive |  | Number of Shares of Stock That Have Not Vested |  | Market Value of Shares of Stock That Have Not Vested ($)
Mr. Ficalora |  | 746,305 |  | 9,716,891
Mr. Wann |  | 344,210 |  | 4,481,614
Mr. Cangemi |  | 215,768 |  | 2,809,299
Mr. Carpenter |  | 194,394 |  | 2,531,010
Mr. Pinto |  | 146,747 |  | 1,910,646

Ø Pension Benefits

The following table provides certain information as of December 31, 2017 with respect to each pension plan that provides for payments or other benefits to the named executive officers at retirement:(1)

Executive |  | Plan Name |  | Number of Years of Credited Service |  | Present Value of Accumulated Benefit ($)
Mr. Ficalora |  | Supplemental Retirement Plan |  |  |  | 33 |  |  |  |  | 5,175,784 |
Mr. Wann |  | Retirement Plan |  |  |  | 17 |  |  |  |  | 735,230 |
|  | Supplemental Retirement Plan |  |  |  | 17 |  |  |  |  | 202,357 |
Mr. Cangemi |  | Retirement Plan |  |  |  | 0.4 |  |  |  |  | 10,899 |
Mr. Carpenter |  | Retirement Plan |  |  |  | 9 |  |  |  |  | 198,558 |
Mr. Pinto |  | Retirement Plan |  |  |  | — |  |  |  |  | — |

(1) | The Company sponsors a tax-qualified defined benefit pension plan, the Retirement Plan, and the related Supplemental Retirement Plan, both of which were frozen as to future benefit accruals in 1999. The indicated benefit represents the present value of the executive’s accumulated benefit as of the date the plans were frozen. All amounts accrued by the Company with respect to the Plans subsequent to the freeze date reflect the effect of actuarial adjustments only and do not increase the Executive’s benefit level. Mr. Pinto did not participate in either plan. Mr. Ficalora received an in-service distribution of his Retirement Plan benefit in 2009 in accordance with applicable plan provisions.

Ø Non-Qualified Defined Contribution Plan Benefits

The following table represents the value of the balance of Mr. Ficalora’s and Mr. Wann’s ESOP SERP accounts at December 31, 2017 under certain ESOP-related provisions of the Company’s Supplemental Executive Retirement Plan (the “SERP”):

Executive |  | Value of Aggregate Balance at Last Fiscal Year-End (1) ($)
Mr. Ficalora |  |  |  | 13,411,264 |
Mr. Wann |  |  |  | 3,346,531 |

(1) | The plan, which was frozen as to annual allocations in 1999, credited the executive with shares of the Common Stock that could not be allocated to them directly under the Company’s ESOP as a result of applicable federal tax limitations. The frozen plan is the only non-qualified deferred compensation plan maintained by the Company for its executives. A change in control-related ESOP benefit was retained for certain officers. No annual allocations have been made since 1999. Messrs. Cangemi, Carpenter and Pinto were not employees of the Company in 1999. The value presented is based on the $13.02 closing price of the Common Stock on December 29, 2017, the final trading day of 2017. The share totals reflect the cumulative effect of nine stock splits in the form of stock dividends since the Company’s 1993 initial public offering and also include shares credited as a result of dividend reinvestment. For additional information regarding the plan, see “Potential Post-Termination Payments and Benefits” below.

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|  | EXECUTIVE COMPENSATION TABLES

Ø Potential Post-Termination Payments and Benefits

☐ | Severance Under Employment Agreements

The Company has entered into employment agreements with each of the named executive officers. The agreements, which are identical in form and have been in place without modification since 2006, provide for an initial three-year term and daily extensions so that the contract term is always three years from the then-current date, unless either party provides written notice of non-renewal or termination, at which time the expiration date becomes fixed at three years from the date of notice or termination. The employment agreements also provide for the payment and annual review of base salary, the provision of employee benefits applicable to executive personnel, and eligibility to participate in incentive and stock-based compensation programs. The employment agreements allow the Company to terminate the executive’s employment for cause, as defined in, and subject to, procedures outlined in the agreements. The executive receives no further payments or benefits under his agreement following a termination for cause. Upon the executive’s voluntary termination or death, the executive or his estate would receive only his base salary and other compensation or benefits earned through the date of termination.

Under the agreements, the Company has the right to terminate the executive’s employment if he becomes disabled. Upon the executive’s termination of employment by reason of his disability, the executive’s full base salary would be continued through the date the executive begins to receive benefits under the Company’s long-term disability program. When the executive begins to receive long-term disability benefits, the Company is obligated to (i) continue paying the executive the difference between 60% of his base salary and the long-term disability benefit, and (ii) continue the executive’s employee benefits through the date the agreement would have otherwise expired. The amount shown in the tables that follow represents the undiscounted aggregate benefit of 100% base salary continuation for six months after termination by reason of disability and 60% of base salary continuation for an additional 30 months reduced by the maximum annual long-term disability payments under the Company’s disability plan ($180,000).

Each executive may also terminate employment under the agreements for good reason (i.e., under circumstances outlined in the agreement and equivalent to constructive termination), and the Company may also terminate the executive without cause. Upon termination for good reason or termination without cause, the executive receives a lump sum benefit equal to the sum of base salary and other compensation earned through the termination date, plus the executive’s pro rata share of his annual incentive compensation for the year of termination determined by reference to the highest annual aggregate annual amounts of bonuses or other cash incentive compensation paid to the executive in any of the three calendar years preceding termination of employment. The executive also becomes entitled to a lump sum payment equal to the sum of (i) three times the highest total compensation paid to the executive during the three preceding years, including bonuses, cash, and stock compensation, and other amounts reported on the executive’s Form W-2 (but excluding income realized from the exercise or disqualifying disposition of stock options); and (ii) three times the average amount contributed by or allocated to the executive under all tax-qualified benefit plans during the three preceding years. The executive also receives continued medical, dental, and life insurance benefits for a period of 36 months following termination of employment. In addition, if the executive’s termination of employment for good reason or without cause occurs on or after the effective date of a change in control, as defined in the agreement, all stock awards and stock options will accelerate and vest in full as of the executive’s termination date.

If the executive terminates employment due to disability or death within one year after the occurrence of a change in control or within one year after the commencement of preliminary steps leading to an eventual change of control, with the actual change in control taking place within two years after the executive’s termination of employment, the executive or his estate will receive the severance benefits described above, in the same manner as if the executive had terminated employment with good reason.

Section 280G of the Internal Revenue Code of 1986 provides that payments or benefits contingent upon a change in control that equal or exceed three times an executive’s “base amount” (i.e., three times average annual taxable compensation over the five taxable years preceding the change in control) are “excess parachute payments.” Under Section 4999 of the Code, an executive who receives an excess parachute payment is subject to a 20% excise tax on the amount received in excess of the base amount, and the Company is unable to deduct a corresponding amount. In the event that any payments or benefits provided to the executives are subject to the excise tax, the employment agreements provide the executives with indemnification for these excise taxes and any additional income, employment, and excise taxes imposed as a result of the initial indemnification payment.

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|  | EXECUTIVE COMPENSATION TABLES

Ø Potential Payments Upon Termination or Change in Control

The following table provides information on the estimated post-termination payments and benefits available to each executive in the event of the termination of his employment as of December 31, 2017 in the indicated circumstances:

|  | Executive’s Involuntary Termination Without Cause or Voluntary Termination For Good Reason ($) |  | Disability ($) |  | Code Section 4999 Indemnification (1) ($)
Joseph R. Ficalora |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash severance |  |  |  | 33,618,807 |  |  |  |  | 3,750,000 |  |  |  |  | 26,267,944 |
In-kind benefits |  |  |  | 49,302 |  |  |  |  | 49,302 |  |  |  |  |  |
Robert Wann |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash severance |  |  |  | 16,354,035 |  |  |  |  | 2,850,000 |  |  |  |  | 10,607,919 |
In-kind benefits |  |  |  | 49,302 |  |  |  |  | 49,302 |  |  |  |  |  |
Thomas R. Cangemi |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash severance |  |  |  | 11,161,455 |  |  |  |  | 2,100,000 |  |  |  |  | 6,696,676 |
In-kind benefits |  |  |  | 75,366 |  |  |  |  | 75,366 |  |  |  |  |  |
James J. Carpenter |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash severance |  |  |  | 9,929199 |  |  |  |  | 1,905,000 |  |  |  |  | 5,389,121 |
In-kind benefits |  |  |  | 49,302 |  |  |  |  | 49,302 |  |  |  |  |  |
John J. Pinto |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash severance |  |  |  | 7,326,006 |  |  |  |  | 1,305,000 |  |  |  |  | 4,051,078 |
In-kind benefits |  |  |  | 75,366 |  |  |  |  | 75,366 |  |  |  |  |  |

(1) | The tax indemnification right is triggered only in the context of the executive’s involuntary termination of employment or voluntary termination of employment for good reason following a change in control of the Company and only if the executive’s severance payments and benefits, when aggregated with other payments and benefits made or provided in connection with the change in control, result in an excess parachute payment under Section 280G. The calculation of the indemnification payment reflected in the table above takes into account possible excess parachute payments triggered under plans or arrangements other than the employment agreements, including the accelerated vesting of restricted stock awards and other payments triggered solely by the occurrence of a change in control.

☐ | Accelerated Vesting of Restricted Stock Awards

In the event of death, disability, or upon the occurrence of a change in control of the Company (as defined in our 2012 Stock Incentive Plan), all unvested shares of restricted stock held by our named executive officers would vest. However, vesting does not accelerate if, absent a change in control, the executive’s employment is terminated by the Company with or without cause (as defined in the executive’s employment agreement) or if the executive terminates employment voluntarily with or without good reason (as defined in the executive’s employment agreement); that is, the only events that trigger acceleration of vesting are death, disability, or a change in control. If a triggering event had occurred on December 31, 2017, the value of the unvested shares subject to acceleration would have been as follows: Mr. Ficalora ($9,716,891); Mr. Wann ($4,481,614); Mr. Cangemi ($2,809,299); Mr. Carpenter ($2,531,010); and Mr. Pinto ($1,910,646).

☐ | Supplemental ESOP Change in Control Benefit

Since 1993, the Company has maintained a nonqualified supplemental executive retirement plan in connection with the ESOP to provide certain of our officers with benefits that cannot be allocated to them directly through the ESOP as a result of certain limitations under the Internal Revenue Code. The plan was frozen in 1999 with respect to annual excess benefit allocations. Messrs. Ficalora and Wann received annual excess benefit allocations under the plan from 1993 to 1999 and maintain account balances under the plan related to those allocations. See, the “Non-Qualified Defined Contribution Plan Benefits” table for additional information. The plan was amended in December 2002 to add Mr. Cangemi as a participant but only with respect to the separate change in control provision described below. In the event of a change in control of the Company (as defined in the plan), Messrs. Ficalora, Wann, and Cangemi would be credited with the value of the allocations they would have received under the plan had it been in effect on an annual basis since 1999 (2002 for Mr. Cangemi). The change in control benefit would also be adjusted to reflect stock dividends

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|  | EXECUTIVE COMPENSATION TABLES

and the reinvestment of cash dividends over the same period. Assuming a change in control had occurred at December 31, 2017, the value of the additional benefits payable under the plan are estimated to be as follows: Mr. Ficalora ($11,238,994), Mr. Wann ($2,371,710) and Mr. Cangemi ($960,616).

Ø CEO Pay Ratio

The Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC regulations require us to report information about the ratio between the annual total compensation of our median employee and Mr. Ficalora, our President and Chief Executive Officer. For 2017, our last completed fiscal year:

☐ | Mr. Ficalora’s annual total compensation was $7,685,060.

☐ | The annual total compensation of the employee we identified as our median employee was $68,578.

☐ | Based on the foregoing, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 112 to 1.

We used the following methodology to identify our median employee and determine our median employee’s total compensation:

☐ | We selected December 31, 2017 as our determination date. As of December 31, 12017, we had 3,294 employees, including all full time, part-time, seasonal and temporary employees.

☐ | As permitted by SEC regulations, we selected a “consistently applied compensation measure” to identify our median employee. The compensation measure we used to identify our median employee was “gross pay” as reported on the IRS Form W-2 issued to employees for federal tax purposes. We used gross pay since this measure applies uniformly to all of our employees. We annualized gross pay for full-time and part-time employees who did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. Applying this methodology, the compensation of our median employee was $52,304.

☐ | After identifying the median employee, we analyzed the median employee’s total compensation by applying the methodology applicable to determining our CEO’s total compensation in the Summary Compensation Table.

☐ | We adjusted both the median employee’s and our CEO’s total compensation (as reported in the Summary Compensation Table) to include the value of employer contributions to our health-related benefit plans, an amount that represents a significant portion of the total compensation package we provide to our employees. Under SEC rules, this amount would normally be excluded from the calculation of our CEO’s total compensation since these benefits are made available to all employees. Accordingly, the amount reported above as Mr. Ficalora’s total compensation varies slightly from the amount reported in the Summary Compensation Table.

The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC regulations. Our peers may report pay ratios that are not directly comparable to ours as a result of differences in the composition of each company’s workforce and the assumptions and methodologies used in calculating the pay ratio as permitted by SEC regulations.

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|  | PROPOSALS TO BE VOTED ON AT THE MEETING

PROPOSAL 1: ELECTION OF DIRECTORS

All persons standing for election as directors were unanimously nominated by the Nominating and Corporate Governance Committee of the Board of Directors. No person being nominated as a director is being proposed for election pursuant to any agreement or understanding between any such person and the Company.

The Board of Directors currently consists of 12 members. All directors presently serve as directors of the Company, the Community Bank, and the Commercial Bank. Directors of the Company Board are elected for staggered terms of three years each, with the term of office of one of the three classes of directors expiring each year. Directors serve until their successors are elected and qualified.

The nominees proposed for election at this year’s Annual Meeting are Maureen E. Clancy, Hanif Dahya, Joseph R. Ficalora, and James J. O’Donovan.

The Nominating and Corporate Governance Committee approved, and recommended to the Board of Directors, the director nominees standing for election at the 2018 Annual Meeting. All of the nominees proposed for election at the 2018 Annual Meeting are current members of the Board, and the Company received no nominations from shareholders for the election of directors to the Board.

In the event that any such nominee is unable to serve or declines to serve for any reason, it is intended that the proxies will be voted for the election of such other person as may be designated by the Nominating and Corporate Governance Committee of the Board of Directors. The Board of Directors has no reason to believe that any of the persons named will be unable or unwilling to serve. If a nominee is not elected by the requisite vote, he must tender his resignation, and the Board of Directors, through a process managed by the Nominating and Corporate Governance Committee, will decide whether to accept the resignation. It is intended that the shares represented by the enclosed proxy card, if executed, dated, and returned without voting instructions, will be voted “FOR” the election of each of the nominees proposed by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

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|  | PROPOSALS TO BE VOTED ON AT THE MEETING

The following table presents a summary of the various experience, expertise, and/or attributes of our Board members on the various Board committees1:

Director |  | Age |  |  | Director Since |  |  | Experience, Expertise, or Attribute |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dominick Ciampa† |  |  | 84 |  |  |  | 1995 |  |  |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  | 🌑 |
Maureen Clancy |  |  | 86 |  |  |  | 1999 |  |  |  |  |  |  |  |  |  |  |  |  |  | 🌑 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Hanif “Wally” M. Dahya# |  |  | 62 |  |  |  | 2007 |  |  |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Leslie D. Dunn* |  |  | 73 |  |  |  | 2015 |  |  |  |  |  | 🌑 |  |  |  |  |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  |  |  |  |  |  |  |  |  | 🌑 |  |  |  |  |  |  |  |  |  |  |  |  |
Joseph R. Ficalora |  |  | 71 |  |  |  | 1989 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 🌑 |  |  |  | 🌑 |
Michael J. Levine*@ |  |  | 73 |  |  |  | 2004 |  |  |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  |  |  |  |  |  |  |  |  | 🌑 |  |  |  |  |  |  |  | 🌑 |  |  |  |  |  |  |  | 🌑 |  |  |  | 🌑 |
James J. O’Donovan |  |  | 75 |  |  |  | 2003 |  |  |  |  |  |  |  |  |  |  |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 🌑 |
Lawrence Rosano, Jr. |  |  | 65 |  |  |  | 2014 |  |  |  |  |  |  |  |  |  |  |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 🌑 |  |  |  | 🌑 |
Ronald A. Rosenfeld |  |  | 79 |  |  |  | 2011 |  |  |  |  |  | 🌑 |  |  |  |  |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  |  |  |  |  |  |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  |  |  |  |  |  |
Lawrence J. Savarese*# |  |  | 61 |  |  |  | 2013 |  |  |  |  |  |  |  |  |  |  |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  |  |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  |  |  |  |  |  |  |  |  | 🌑 |
John M. Tsimbinos |  |  | 80 |  |  |  | 1999 |  |  |  |  |  |  |  |  |  |  |  |  |  | 🌑 |  |  |  |  |  |  |  |  |  |  |  | 🌑 |  |  |  |  |  |  |  | 🌑 |  |  |  | 🌑 |  |  |  | 🌑 |
Robert Wann |  |  | 63 |  |  |  | 2007 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

(1) | During 2017, the Board maintained two additional committees: a Capital Assessment Committee and a Cyber Security Committee. As of January 30, 2018, these two committees were dissolved and their oversight responsibilities were generally consolidated into the Risk Assessment Committee.

(2) | All Company Board Committees are replicated at the bank level. Additionally, the Community Bank Board maintains a Mortgage and Real Estate Committee and the Commercial Bank Board maintains a Credit Committee.

| Chairman of the Committee

🌑 | Member of the Committee

† | Chairman of the Board of Directors

* | Designated as Audit Committee Financial Expert

@ | Designated independent Presiding Director

# | Designated as Risk Committee Expert

= Leadership |  | = Finance/Banking |  | = Business Operations
= Technology/Systems |  | = Risk Management |  | = Government Relations/Legal
= Real Estate/Housing |  | = Corporate Governance |  | = Insurance
= Investments |  | = Sustainability, Charitable, or other Corporate Responsibility |  | = Ethnic, Gender, Nationality, or other Diversity

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|  | PROPOSALS TO BE VOTED ON AT THE MEETING

DIRECTOR QUALIFICATIONS AND BUSINESS EXPERIENCE

The following provides information about each member of the Company’s Board of Directors, including their business experience, and additional information about the specific experience, qualifications, attributes, or skills that led to the Board’s conclusion that each should serve as a director of the Company.

Nominees:

Maureen E. Clancy Director since: 1999 Age: 86 Committees: Compensation (Chair) Insurance (Chair) Nominating and Corp. Governance |  | Mrs. Clancy is Chief Financial Officer and Owner of Clancy & Clancy Brokerage Ltd., an insurance agency. Mrs. Clancy’s experience with the Company and prior experience serving on the Boards of Roslyn Bancorp, TR Financial Corp., and Roosevelt Savings Bank, combined with her extensive experience in the insurance industry, risk management and leadership skills, knowledge of our market, and sensitivity to the economy, bring valuable insight and individual qualities to our Board in furtherance of its objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Banks.

Hanif (“Wally”) Dahya Director since: 2007 Age: 62 Committees: Audit Compensation Investment (Chair) Nominating and Corp. Governance Risk Assessment Credit (Chair) Other Public Company Directorships: TerraForm Global, Inc. TerraForm Power, Inc. |  | Mr. Dahya is the Chief Executive Officer of The Y Company LLC, a private investment firm that focuses on emerging-market companies in the information, communications, financial, and environmental services industries. The company also is involved in distressed assets in the emerging markets. Prior to forming The Y Company, Mr. Dahya spent 14 years on Wall Street, having started his career in investment banking at E.F. Hutton and Co., Inc. Thereafter, Mr. Dahya was Managing Director at L.F. Rothschild Co. Inc., headed the Mortgage-Backed Securities Group at UBS Securities Inc., and was a partner at Sandler O’Neill + Partners L.P. Most recently, Mr. Dahya was elected to serve as an independent director of TerraForm Power, Inc. and TerraForm Global, Inc., affiliated companies which own clean power generation assets for utility, commercial, and residential customers, and was appointed the Chairman of each company’s Board Audit Committee. Mr. Dahya is a graduate of Harvard Business School and earned his undergraduate degree at Loughborough University of Technology in the United Kingdom. With his extensive financial and risk management experience in investments, capital markets, asset and liability management, emerging markets, real estate, and bank and thrift investments, Mr. Dahya provides the Board with valuable insight on these and others matters that are beneficial to the Company in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Banks.

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|  | PROPOSALS TO BE VOTED ON AT THE MEETING

Joseph R. Ficalora Director since: 1989 Age: 71 Committees: Mortgage & Real Estate Credit Other Public Company Directorships: Federal Home Loan Bank of New York |  | Mr. Ficalora has been President and Chief Executive Officer and a Director of the Company since its inception on July 20, 1993, and Chief Executive Officer of the Community Bank and the Commercial Bank since January 1, 1994 and December 30, 2005, respectively. On January 1, 2007, Mr. Ficalora was appointed Chairman of the Board of the Company and the Banks, a position he held until December 21, 2010. In addition, Mr. Ficalora has served as President of the Commercial Bank since its inception on December 30, 2005. Since 1965, when he joined the Community Bank, Mr. Ficalora has held increasingly responsible positions, crossing all lines of its operations. Prior to his appointment to President and Chief Executive Officer in 1994, Mr. Ficalora had served as President and Chief Operating Officer of the Community Bank beginning in October 1989, and previously as Executive Vice President, Comptroller, and Secretary. A graduate of Pace University with a degree in business and finance, Mr. Ficalora provides leadership to several professional banking organizations. He currently serves as Chairman of the American Bankers Council of the American Bankers Association, and as a member of the American Bankers Association Government Relations Council Administrative Committee. A Vice Chairman of the Federal Home Loan Bank of New York, Mr. Ficalora also serves as a director of the New York Bankers Association (NYBA) and Chairman of its Metropolitan Area Division, on the Board of Directors of the RSI Retirement Trust, and on the board of an active subsidiary of the Company, Peter B. Cannell & Co., Inc., an investment advisory firm. In addition, Mr. Ficalora serves on the boards of directors of Pentegra Retirement Trust, New York Hall of Science, New York Presbyterian Hospital, New York Hospital-Queens, Museum of the Moving Image, Queens Chamber of Commerce, and Flushing Cemetery, and on the Advisory Council of the Queens Museum of Art. Mr. Ficalora is a former board member of the American Bankers Association, the Thrift Institutions Advisory Council of the Federal Reserve Board in Washington, and the Federal Reserve Bank of New York Thrift Institutions Advisory Panel. He is also the former Chairman of the New York State Savings Forum for Operations Audit Control and the former Chairman of the SBLI Fund. In addition, he previously served as President of the Queens Borough Public Library Foundation and as Chairman of the Board and of the Administrative Committee of the Queens Borough Public Library.

James J. O’Donovan Director since: 2003 Age: 75 Committees: Nominating and Corp. Governance Risk Assessment Committee Mortgage & Real Estate (Chair) Credit |  | From October 31, 2003 through his retirement on January 31, 2005, Mr. O’Donovan served as Senior Executive Vice President and Chief Lending Officer of the Company and New York Community Bank, having previously held the titles of Executive Vice President from 2000 and Senior Vice President from 1987. Following his retirement, Mr. O’Donovan served as a senior lending consultant to the Company and Community Bank from February 1, 2005 until February 1, 2008. Mr. O’Donovan’s experience as a former executive officer of the Company and as current Chairman of the Mortgage and Real Estate Committee of the Community Bank Board not only brings valuable management and leadership skills, extensive industry knowledge, and business acumen to the Board, but also significant insight in overseeing matters critical to the Company’s lending businesses. Mr. O’Donovan’s experience and contributions advance the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Banks.

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Current Directors:

Dominick Ciampa Director since: 1995 Age: 84 Chairman of the Board Committees: Compensation Nominating and Corp. Governance Risk Assessment Investment Insurance Mortgage & Real Estate Credit |  | Mr. Ciampa is the founder of, and a former Partner in, the Ciampa Organization, a Queens-based real estate development and management firm founded in 1975 which continues to be operated by other family members. Mr. Ciampa was appointed Chairman of the Board of the Company and the Banks on December 21, 2010. In addition, Mr. Ciampa served as the President of the Queens Chamber of Commerce from 1989 to 1991. Mr. Ciampa’s combined experience with the Company, and in leading a large commercial real estate development firm with significant ownership interests in our markets, brings valuable insight to the Board in overseeing a wide range of banking and real estate matters, in furtherance of the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Banks.

Leslie D. Dunn Director since: 2015 Age: 73 Committees: Audit Nominating and Corp. Governance Risk Assessment Other Public Company Directorships: Federal Home Loan Bank of Cincinnati |  | An experienced corporate law and governance professional, Ms. Dunn has been an independent director of the Federal Home Loan Bank of Cincinnati since 2007, serving not only on its Audit and Compensation Committees, but also as Governance Committee Chair. Ms. Dunn is also an independent director of E&H Family Group, Inc., an Ohio-based business that operates chains of supermarket and hardware stores. A member of the firm’s Finance Committee, she also serves as Compensation Committee Chair. Ms. Dunn’s board experience also includes over 15 years as a director of Telarc International Corporation, a Grammy Award-winning recording company. From 1997 through 2004, Ms. Dunn was Senior Vice President of Business Development at Cole National Corporation, a New York Stock Exchange-listed specialty retailer with over 10,000 employees and 3,000 locations in Canada, Europe, and the United States. Her responsibility focused on implementation of the Company’s acquisition growth strategy. Ms. Dunn also served as Cole’s General Counsel and Secretary, overseeing the company’s in-house law department, ensuring its compliance with SEC regulations, and serving as principal corporate governance advisor to the board. Prior to joining Cole, Ms. Dunn was a partner in the Business Practice Group in the Cleveland office of Jones Day, a global law firm with more than 40 locations, and before then, was a partner in the corporate practice of Squire Sanders & Dempsey (now Squire Patton Boggs), also in Cleveland. A graduate of Case Western Reserve University School of Law, Ms. Dunn is also an active civic leader and philanthropist in her home state of Ohio, serving as the immediate past President of the Board of the Cleveland Museum of Contemporary Art, a director and member of the Investment Committee of the David and Inez Myers Foundation, a Life Trustee and Past Chair of the Mt. Sinai Health Care Foundation, a director and member of the Executive Committee of the Jewish Federation of Cleveland, a member of the President’s Advisory Committee of Case Western Reserve University, and Co-Chair of the Northeast Ohio Chapter of Women Corporate Directors. Ms. Dunn’s experience and contributions advance the Board’s objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Banks. In addition, Ms. Dunn has been a member of the Advisory Board of the New York Community Bank’s Ohio Savings Bank Division since its inception in December 2009.

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|  | PROPOSALS TO BE VOTED ON AT THE MEETING

Michael J. Levine Director since: 2004 Age: 73 Committees: Audit Compensation Nominating and Corp. Govern. (Chair) Risk Assessment (Chair) Mortgage & Real Estate Credit |  | Mr. Levine is both the President of Norse Realty Group, Inc. and Affiliates and a certified public accountant with the firm Levine & Schmutter. With his years of financial and managerial experience, Mr. Levine brings to the Board of Directors demonstrated management ability and fiscal responsibility at a senior level, and an extensive knowledge of our lending business, including the New York real estate market. In addition, as President of the Norse Realty Group, Inc. and Affiliates, Mr. Levine has insight into the operational requirements of a real estate company with significant assets. As a certified public accountant, he also has valuable experience in dealing with accounting principles, financial reporting rules, and regulations; evaluating financial results; and overseeing the financial reporting processes of a corporate organization having significant assets. Finally, Mr. Levine brings valuable insight and advice both to the Board and to his role as Chairman of the Board’s Risk Assessment Committee, where his experience contributes to building strong and effective risk management. Mr. Levine has served as the Company’s Independent Presiding Director since 2014, providing valuable leadership and independence of thought in various corporate governance and other matters.

Lawrence Rosano, Jr. Director since: 2014 Age: 65 Committees: Nominating and Corp. Governance Risk Assessment (Vice Chair) Mortgage & Real Estate Credit |  | Since May 1974, Mr. Rosano has served as a principle, owner, and operator of various real estate development and management businesses in the New York metropolitan area, including Associated Development Corp. (since 1984), Associated Properties, Inc. (since 2002), and 460 Grand Street Realty LLC (since August 2013). In addition, he is currently a member of the Board of the Queens & Bronx Building Association, a regional trade group for which he formerly served as president. Additionally, in November 2016 he was appointed a member of the Contractor & Expert Committee of the MS4 Policy Group formed by the New York City Department of Environment & Protection, the Urban Green Council, and the Real Estate Board of New York whose mission is to develop a storm water management program for the City of New York in order to make it compliant with the New York State and Federal standard for MS4 Stormwater Permitting Process. With his extensive experience in real estate development and executive management, Mr. Rosano brings valuable insight to the Board of the Company in overseeing a wide range of banking and real estate matters, and furthers the Board’s objectives of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Banks.

Ronald A. Rosenfeld Director since: 2012 Age: 79 Committees: Audit Investment Nominating and Corp. Governance Risk Assessment |  | Mr. Rosenfeld has been a member of the Boards of Directors of the Company, the Community Bank, and the Commercial Bank since January 1, 2012, and has served as Chairman of the Advisory Board of the Community Bank’s Ohio Savings Bank division since its establishment in December 2009. Mr. Rosenfeld also served as Chairman of the Federal Housing Finance Board from 2005 through 2008. From 2001 through 2004, he was President of the Government National Mortgage Association. In addition to serving four years as Secretary of Commerce for the State of Oklahoma, Mr. Rosenfeld previously served one year as Deputy Assistant Secretary for Corporate Finance at the U.S. Treasury Department. Before joining the Treasury Department, he spent three years at the Department of Housing and Urban Development, having served as the Deputy Assistant Secretary for Single-Family Housing, Acting Deputy Assistant Secretary for Multi-Family Housing, and General Deputy Assistant Secretary for the Office of Housing-Federal Housing Commissioner. Prior to his career in public service, Mr. Rosenfeld was an executive with the investment banking firms, Prescott, Ball & Turben, Inc. in Cleveland, Ohio, and

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|  | PROPOSALS TO BE VOTED ON AT THE MEETING

|  | Zappala & Company in Pittsburgh, Pennsylvania, and the president of a company that developed more than 10,000 apartment units and managed approximately 6,000 apartment units in a six-state region. A graduate of Harvard Law School and The Wharton School, University of Pennsylvania, Mr. Rosenfeld also lends his expertise to several not-for-profit organizations in the housing, education, and cultural arenas. In addition to serving on the Housing Commission of the Bi-Partisan Policy Center, Mr. Rosenfeld is a Trustee of Howard University. With his extensive experience in housing and development, corporate finance, and investment banking, Mr. Rosenfeld brings valuable insight to the Board of the Company in overseeing a wide range of banking and real estate matters, and furthers the Board’s objectives of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Banks.

Lawrence J. Savarese Director since: 2013 Age: 61 Committees: Audit (Chair) Investment Nominating and Corp. Governance Risk Assessment Credit |  | Mr. Savarese has been a member of the Boards of Directors of the Company, the Community Bank, and the Commercial Bank since March 4, 2013. From 1978 through 2012, Mr. Savarese was with the independent public accounting firm KPMG LLP. For 19 years, he was an Audit Partner in KPMG’s Financial Services Practice, serving as partner in charge of audits of both community banks (including the Company and the Banks) and international banks with branches and agencies in the United States. During this time, Mr. Savarese served as KPMG’s representative to the New York Bankers Association and The Institute of International Bankers. From 2008 to 2012, Mr. Savarese served as Audit Partner, Risk Management, for KPMG’s Advisory Practice, where he managed risk at KPMG and developed and applied complex risk management objectives; risk management policies for model development; advisory service protocols in connection with certain requirements of the Public Company Accounting Oversight Board; policies for internal controls over financial reporting services provided to non-audit clients; and reviewed engagement letters and management risk performance. Prior to his retirement in 2012, Mr. Savarese was an Audit Partner in KPMG’s Global Services Centre, where he designed and developed the standardized approach for auditing banks now used by the firm’s Global Bank Practice. With his extensive experience in accounting principles, financial reporting rules and regulations, commercial banking, risk management, and corporate finance, Mr. Savarese brings valuable insight to both the Board and to his role as Chairman of the Audit Committee of the Board and as a member of the Board’s Risk Assessment Committee in overseeing a wide range of banking and financial reporting matters, and furthers the Board’s objectives of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Banks.

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|  | PROPOSALS TO BE VOTED ON AT THE MEETING

John M. Tsimbinos Director since: 1999 Age: 80 Committees: Insurance Investment Nominating and Corp. Governance Mortgage & Real Estate Credit |  | Mr. Tsimbinos has been a member of the Boards of Directors of the Company and the Community Bank since the merger of Roslyn Bancorp, Inc. with and into the Company and of the Roslyn Savings Bank with and into the Community Bank on October 31, 2003. In addition, he has served as a member of the Board of Directors of the Commercial Bank since its establishment on December 30, 2005 and has been a member of the Atlantic Bank Divisional Board since its formation in 2006. From 1999 until the merger with the Company, Mr. Tsimbinos served as Chairman of the Board of Roslyn Bancorp and as Vice Chairman of the Board of The Roslyn Savings Bank until his retirement in July 2002. Prior to Roslyn’s acquisition of TR Financial Corp. in February 1999, Mr. Tsimbinos was the Chairman of the Board and Chief Executive Officer of Roosevelt Savings Bank, a position he assumed in 1983. He also served as Chairman of the Board and Chief Executive Officer of TR Financial Corp. from the time of its inception in 1993. In addition to his service to the Company and the Banks, Mr. Tsimbinos served on the Board of the Federal Home Loan Bank of New York from 1989 through 1995 and as Vice Chairman of the Board for two three-year terms. Mr. Tsimbinos holds a B.A. from the City College of New York, an M.B.A. from the Baruch School of Business and Public Administration, and is a graduate of the Program for Management Development at Harvard University. Also, Mr. Tsimbinos was a lecturer in Economics at Queens College for a number of years, teaching courses in Basic Economics, Money and Banking, and Corporate Finance. As the former Chairman of the Board and Chief Executive Officer of two bank holding companies and savings banks, Mr. Tsimbinos offers a wealth of management experience, business understanding, and knowledge of banking regulations along with a deep understanding of the role of the Board of Directors. Additionally, Mr. Tsimbinos’ prior experience as a senior executive officer of a publicly traded bank holding company has given him front-line exposure to many of the issues facing the Company as well as extensive and valuable experience in overseeing, among other matters, the Company’s banking business.

Robert Wann Director since: 2007 Age: 63 |  | Mr. Wann has been the Senior Executive Vice President and Chief Operating Officer of the Company since 2003. Prior to his appointment as Chief Operating Officer, Mr. Wann served as the Company’s and Chief Financial Officer. Mr. Wann is a key member of the management team that led the Company’s conversion to stock form in 1993. Mr. Wann has played, and continues to play, a crucial role in the development and growth of the Company, including in connection with the numerous strategic business combinations it has undertaken. Mr. Wann is a member of the American Bankers Association and the New York Bankers Association, and serves on the Board of Directors of various organizations. A graduate of Queens College with a degree in accounting, Mr. Wann is on the Board of Trustees of the Queens College Foundation and is Chairman of its Audit Committee. He also serves as a member of the Board of Trustees of the Queens Museum of Art. An active member of the community, Mr. Wann previously served as president of the Flushing Central Lions Club and currently serves on the Board of Directors of a private charitable foundation based in New York. With over 30 years of experience at the Company, Mr. Wann has a deep understanding and thorough knowledge of the Company, its subsidiaries, and its lines of business. Mr. Wann has consistently demonstrated his leadership abilities and his commitment to the Company through his long service in numerous roles. Mr. Wann’s extensive financial and operating experience, commitment, knowledge, and leadership make him well-suited to serve on the Board and contribute to its objective of maintaining a membership of experienced and dedicated individuals with diverse backgrounds, perspectives, skills, and other qualities that are beneficial to the Company and the Banks.

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BUSINESS EXPERIENCE OF NAMED EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Thomas R. Cangemi. Senior Executive Vice President and Chief Financial Officer of the Company and the Community Bank since April 5, 2005, and Senior Executive Vice President and Chief Financial Officer of the Commercial Bank since December 30, 2005; Senior Executive Vice President, Capital Markets Group of the Company and the Community Bank from October 31, 2003 to April 5, 2005; Executive Vice President, Capital Markets Group of the Company and the Community Bank from July 31, 2001 to October 31, 2003; Executive Vice President and Chief Financial Officer of Richmond County Financial Corp. and Richmond County Savings Bank from October 1997 to July 2001.

James J. Carpenter. Senior Executive Vice President and Chief Lending Officer of the Company and the Community Bank since January 1, 2006, and Senior Executive Vice President of the Commercial Bank since December 30, 2005; Executive Vice President and Chief Lending Officer of the Community Bank from February 1, 2005 to December 31, 2005; Executive Vice President and Assistant Chief Lending Officer of the Community Bank from January 1, 2003 to February 1, 2005; Senior Vice President and Mortgage Lending Officer of the Community Bank from November 30, 2000 to January 1, 2003; Senior Vice President responsible for Multi-Family and Commercial Real Estate Lending for Haven Bancorp, Inc. and CFS Bank prior to November 30, 2000.

John J. Pinto. Executive Vice President and Chief Accounting Officer of the Company and the Community Bank since April 5, 2005; Executive Vice President and Chief Accounting Officer of the Commercial Bank since December 30, 2005; First Senior Vice President and Assistant Director of the Capital Markets Group of the Community Bank from November 1, 2003 to April 5, 2005; Senior Vice President and Assistant Director of the Capital Markets Group of the Community Bank from July 31, 2001 to October 31, 2003; Senior Vice President and General Auditor of Richmond County Financial Corp. and Richmond County Savings Bank prior to July 31, 2001.

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DIRECTORS’ COMPENSATION

Our directors fulfill a critical oversight role for the Company and its bank subsidiaries, in part, through their service on board committees that have been assigned specific functional responsibilities. The frequency of committee meetings is directly related to operational needs and the scope of the applicable committee charter. By way of example, directors who served on the Community Bank’s Mortgage and Real Estate Committee, which has a central oversight role in the key areas of credit management, loan review and loan administration, met 51 times in 2017. Also, the Company’s key committees, such as Audit and Risk Assessment, tend to meet more frequently than is typical among many peer institutions. The directors’ high level of engagement reflects a keen awareness of their responsibilities as directors of a publicly traded financial institution that operates within a complex regulatory environment.

Ø Director Compensation Review

In 2017, the Compensation Committee initiated a comprehensive review of non-employee director compensation to benchmark the Company’s non-employee director pay relative to peer institutions. An initial peer survey was prepared by Meridian Compensation Partners, LLC, the Committee’s independent compensation consultant, and the process continued into 2018 when Meridian provided the Committee with an updated peer survey and supplemental information on director pay levels at a group of larger banks that would not typically be considered by the Committee in a peer analysis. After careful consideration of the Meridian surveys, the Compensation Committee, in January 2018, initiated a 10%, across-the-board reduction in all non-employee director retainers and fees, including the premium retainers and fees received by certain Board Committee chairs, and reduced equity awards for non-employee directors by 50% relative to 2016 and 2017 award levels, subject to a 3,000 share minimum award. These modifications were endorsed by the full Board.

The Committee determined that the revised compensation schedule, which took effect retroactive to January 1, 2018, significantly improved the Company’s alignment with director pay practices at peer institutions while ensuring that the directors are fairly compensated for their significant contributions of knowledge, experience and time to the Board and its Committees. In taking this action, the Committee acknowledged the heightened awareness of director compensation trends among investors while continuing to recognize that the directors’ unique role in support of the Company’s business model justified a level of compensation at the top range of the peer group. Separately, the Board approved the consolidation of certain committees in an action intended, in part, to improve operating efficiency and reduce aggregate Board compensation costs. Taking these changes into account, it is projected that aggregate Board compensation expense will be reduced by an estimated 30-35% over the 2017 level. For additional information regarding the mandate of specific board committees and the frequency of meetings, see Board Committees in the Corporate Governance section of this proxy.

Ø 2017 Director Compensation

The following table provides details of the 2017 compensation received by our non-employee directors for service on the Company Board and the boards of the Community Bank and the Commercial Bank. Directors who are also employees do not receive separate compensation for their service on the Board.

Non-Employee Directors |  | Fees Earned or Paid in Cash ($) |  | Stock Awards ($) (1) |  | All Other Compensation ($) (2) |  | Total ($) |
Dominick Ciampa |  | 300,000 |  | 349,250 |  | 48,450 |  |  | 697,700 |
Maureen E. Clancy |  | 91,000 |  | 139,700 |  | 19,380 |  |  | 250,080 |
Hanif “Wally” Dahya |  | 172,000 |  | 209,550 |  | 29,070 |  |  | 410,620 |
Leslie D. Dunn |  | 133,665 |  | 41,910 |  | 8,364 |  |  | 183,939 |
Michael J. Levine |  | 381,527 |  | 209,550 |  | 29,750 |  |  | 620,827 |
James J. O’Donovan(3) |  | — |  | 209,550 |  | 24,820 |  |  | 234,370 |
Lawrence Rosano, Jr. |  | 226,000 |  | 41,910 |  | 7,990 |  |  | 269,900 |
Ronald A. Rosenfeld |  | 123,500 |  | 41,910 |  | 5,814 |  |  | 171,224 |
Lawrence J. Savarese |  | 284,000 |  | 209,550 |  | 28,730 |  |  | 522,280 |
John M. Tsimbinos |  | 237,039 |  | 41,910 |  | 5,814 |  |  | 284,763 |

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(1) | In accordance with SEC disclosure requirements for equity compensation, the reported amount represents the full grant date fair value of each award calculated in accordance with FASB ASC Topic 718. All 2016 awards were made in the form of restricted stock vesting over a five-year period.

(2) | Reflects dividends paid on unvested restricted stock awards. The table excludes perquisites, which did not exceed $10,000 in the aggregate for any director.

(3) | Upon his retirement as a senior executive officer of the Company in 2006, Mr. O’Donovan entered into a retirement agreement with the Company providing for supplemental retirement compensation and his acceptance of certain restrictive covenants relating to his future business activities in the banking industry. In 2017, he received monthly payments of $39,583.33 under the agreement. Mr. O’Donovan did not receive retainers or meeting fees in 2017 for his service as a director of the Company or its affiliates.

Director Compensation Schedule. In 2017, non-employee directors of the Company received a quarterly retainer of $11,500 and a fee of $2,500 per Board meeting attended. Non-employee directors also received fees ranging from $500 to $2,000 for each committee meeting attended. Committee chairpersons received fees ranging from $1,000 to $10,000 per meeting. Our Chairman, Mr. Ciampa, received a quarterly retainer of $75,000 but does not receive Board or committee meeting fees. Mr. Savarese, our Audit Committee Chairman, also received a quarterly retainer of $5,000 for his service in such capacity. As noted above, effective for 2018, the Compensation Committee reduced the schedule of cash retainers and fees paid in 2017 by 10% across the board. Additionally, members of the Mortgage and Real Estate Committee of the Community Bank Board of Directors or the Credit Committee of the Commercial Bank Board of Directors who perform inspections of properties offered as security for the respective Bank’s loans in accordance with the Community Bank’s and the Commercial Bank’s lending policies, also received a fee of $1,500 per half-day inspection and $2,000 per full-day inspection.

Director Stock Ownership Guidelines. Our non-employee directors are subject to stock ownership guidelines that require them to hold Company stock with a value equal to five times their annual cash retainer. All non-employee directors are either in compliance with this requirement or within the five-year phase-in period applicable to new directors.

Director Benefits. The Company provides life insurance coverage for non-employee directors of the Banks and the Company. Mr. Ciampa participates in a legacy director retirement plan that was sponsored by the Community Bank. No other directors are eligible to participate in the plan.

Director Equity Compensation. Non-employee directors participate in the Company’s equity compensation programs and such awards are an integral part of the director’s annual compensation. Typically, awards are made in the form of restricted stock that vests over a five-year period.

Compensation Committee Interlocks and Insider Participation. No executive officer of the Company, the Community Bank, or the Commercial Bank serves, or has served, as a member of the compensation committee of another entity, one of whose executive officers serves on the Compensation Committee of the Company, the Community Bank, or the Commercial Bank. No executive officer of the Company, the Community Bank, or the Commercial Bank serves, or has served, as a director of another entity, one of whose executive officers serves on the Compensation Committee of the Company, the Community Bank, or the Commercial Bank.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

The federal banking laws require that all loans or extensions of credit to executive officers and directors must be made on substantially the same terms (including interest rates and collateral) and follow substantially the same credit underwriting procedures as those prevailing at the time for comparable transactions with other persons. Furthermore, they must not involve more than the normal risk of repayment or present other unfavorable features. The Community Bank, from time to time, may make mortgage loans to its directors, officers, and employees, including consumer loans or loans to purchase or refinance personal residences, and may make loans secured by income-producing properties to entities in which a director or officer has an ownership interest (or, in the case of directors, a management interest), provided that all such loans are made in accordance with federal banking laws and are made in the ordinary course of business; do not involve a more than normal risk of collectability, or present other unfavorable features; and are made on substantially the same terms (including interest rates and collateral requirements) as those prevailing at the same time for comparable transactions with unaffiliated persons.

From time to time, in accordance with written policies, the Board of Directors reviews a summary of the Company’s transactions with its directors and executive officers and with firms that employ directors, as well as any other related-person transactions, for the purpose of recommending to the disinterested members of the Board of Directors that the transactions are fair, reasonable, and within Company policy, and should be ratified and approved. The Board of Directors also reviews any transactions reported to the Board by the Company’s Corporate Secretary that are required to be reported under SEC regulations. Additionally, in accordance with federal regulations, the Board of Directors reviews all

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loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to such person and his or her related interests, exceeds the greater of $25,000 or 5% of the Company’s capital and surplus (up to a maximum of $500,000), and such loan must be approved in advance by a majority of the disinterested members of the Board of Directors. Further, pursuant to the Company’s Code of Business Conduct and Ethics and other business standards applicable to them, all executive officers and directors of the Company must disclose any existing or emerging conflicts of interest to the Chief Executive Officer. Such potential conflicts of interest include, but are not limited to, any position or interest (financial or otherwise) which could materially conflict with an executive officer’s or director’s performance or which affects such executive officer’s or director’s independence or judgment concerning transactions between the Company, its customers, suppliers, or competitors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC. Executive officers, directors, and greater than 10% shareholders are required by the SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on its review of copies of the reports of ownership furnished to the Company, or written representations that no other reports were required, the Company believes that during the 2017 fiscal year, its executive officers and directors complied with applicable reporting requirements for transactions in the Company’s Common Stock.

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PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company’s independent registered public accounting firm for the fiscal year ended December 31, 2017 was KPMG LLP. The Company’s Audit Committee has reappointed KPMG LLP to continue as the independent registered public accounting firm of the Banks and the Company for the year ending December 31, 2018, subject to ratification of such appointment by the Company’s shareholders. Representatives of KPMG LLP will be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions from shareholders present at the Annual Meeting. If the ratification and appointment of the independent registered public accounting firm is not approved by shareholders at the Annual Meeting, the Audit Committee will consider other independent registered accounting firms.

Unless marked to the contrary, the shares represented by the enclosed proxy card, if properly signed and dated, will be voted FOR ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company.

The Audit Committee will consider on a case-by-case basis and, if appropriate, approve all audit and non-audit services to be provided by the Company’s independent registered public accounting firm. Alternatively, the Audit Committee may adopt a policy for pre-approval of audit and permitted non-audit services by the independent registered public accounting firm. In 2017, all audit-related services, tax services, and other services were approved by the Audit Committee, which concluded that the provision of such services by KPMG LLP was compatible with the maintenance of that firm’s independence in the conduct of its audit functions.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”

THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY.

AUDIT COMMITTEE REPORT TO SHAREHOLDERS

The Audit Committee of the Company’s Board of Directors is composed of Messrs. Savarese, Levine, Rosenfeld, Dahya, and Ms. Dunn, all of whom are non-employee, independent directors, and operates under a written charter adopted by the Board of Directors.

The Company’s management is responsible for the Company’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those financial statements to generally accepted accounting principles. The independent registered public accounting firm is also responsible for issuing an opinion on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee oversees the Company’s internal controls and financial reporting process on behalf of the Board of Directors.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm for 2017. Management has discussed with and represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed under Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1301, Communications with Audit Committees (AS 1301), including discussing with the Audit Committee in detail the independent registered public accounting firm’s evaluation and conclusions about significant and critical accounting policies and practices, critical accounting estimates, significant unusual transactions, and the Company’s financial reports.

In addition, the Audit Committee has received from the independent registered public accounting firm written disclosures regarding the auditors’ independence required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with the independent registered public accounting firm its independence from the Company and its management. In concluding that the independent registered public accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the independent registered public accounting firm in 2017 were compatible with its independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for its 2017 audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluation of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting process.

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In performing all of these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm, which, in its reports, expresses an opinion on the conformity of the Company’s financial statements to generally accepted accounting principles, and an opinion on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal control over financial reporting designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s financial statements has been carried out in accordance with the standards of the PCAOB, or that the Company’s independent registered public accounting firm is in fact “independent.”

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for filing with the SEC. The Audit Committee and the Board of Directors also have approved, subject to shareholder ratification, the selection of the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2018.

The Audit Committee

Lawrence J. Savarese, Chair

Michael J. Levine

Ronald A. Rosenfeld

Hanif “Wally” Dahya

Leslie D. Dunn

AUDIT AND NON-AUDIT FEES

The following table presents fees for professional services rendered by KPMG LLP for the audit of the Company’s consolidated financial statements for fiscal years 2017 and 2016, and fees billed for audit-related services, tax services, and all other services rendered by KPMG LLP for fiscal years 2017 and 2016.

|  | Year Ended
|  | 2017 |  |  |  |  | 2016 |  |  |
Audit Fees |  | $ | 2,950,800 |  |  | (1)(2)(3) |  | $ | 2,372,500 |  |  | (1)(2)(3)
Audit-Related Fees |  |  | 150,184 |  |  | (4)(5) |  |  | 207,684 |  |  | (4)(5)
Tax Fees |  |  | 5,742 |  |  | (6) |  |  | 6,021 |  |  | (6)
All Other Fees |  |  | — |  |  |  |  |  | — |  |  |

(1) | Includes fees for professional services rendered in connection with the audit of the Company’s annual financial statements, the review of its financial statements included in the Company’s quarterly reports, and the Sarbanes-Oxley Section 404 attestation. (For 2017, the total fees for such work were $2,546,300, and for 2016, the total fees for such work were $2,080,500).

(2) | Includes fees for professional services rendered in connection with the audit of the Company’s compliance with U.S. Department of Housing and Urban Development-assisted programs, Government National Mortgage Association, and the Uniform Single Attestation Program. (For 2017, the total fees for such work were $184,500, and for 2016, the total fees for such work were $242,000).

(3) | Includes fees for professional services rendered in connection with comfort and consent letters issued in connection with the Company’s March 2017 preferred stock offering and related prospectus and registration statement on Form S-4 (For 2017, the total fees for such work were $220,000, and for 2016, the total fees for such work were $50,000).

(4) | Includes fees billed for professional services rendered in connection with audits of the Company’s stock ownership, employee benefit, and retirement plans’ financial statements and the audit of the Company’s compliance with certain provisions of FDIC acquisition agreements.

(5) | Includes fees for renewal of a license for the KPMG Accounting Research Online service for the period June 30, 2016 to June 30, 2017.

(6) | Includes fees for professional services rendered in connection with tax services relating to certain state and local tax matters, and tax audit support services.

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PROPOSAL 3: ADVISORY VOTE ON APPROVAL OF COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) requires that we provide our shareholders with the opportunity to express their views, on a non-binding advisory basis, on the compensation of our named executive officers as disclosed in this proxy statement. This vote, which is often referred to as the “say-on-pay” vote, provides shareholders with the opportunity to endorse or not endorse the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.”

This year is the first year of our transition to an annual say-on-pay vote. At the 2017 Annual Meeting, a majority of shareholders agreed with the Board’s recommendation to move from a say-on-pay vote every three years to an annual vote. We believe that an annual vote will provide the Compensation Committee with more timely feedback on shareholder concerns.

We encourage you to review the Compensation Discussion and Analysis and the accompanying tabular and narrative discussion to assist your understanding of our executive compensation program. Our executive compensation program is designed to attract, retain, and motivate key executives of exceptional ability to implement our business strategies. The program reflects a balanced mix of base compensation, annual cash incentives, and long-term equity incentives. The design of the program is conservative and reflects the Company’s desire to reward superior performance while fostering a culture of sound risk management. Moreover, executive compensation decisions occur within a sound corporate governance framework managed by the independent directors who serve on the Compensation Committee.

We believe our executive compensation program has been effective in aligning the interests of our executives with our shareholders over both the short- and long-term time horizon. Our executive officers receive base compensation that is competitive with their peers and reflects their considerable experience. However, consistent with our pay-for-performance philosophy, the largest share of their total compensation is provided through the opportunity to receive cash and equity incentive awards that reflect the achievement of specific corporate and strategic goals. Our incentive program is driven by financial metrics that measure our performance relative to our peers in both financial results and operational effectiveness. We supplement the designated metrics with consideration of other significant financial metrics to provide the Compensation Committee with a broader perspective on the performance of the Company relative to its peers. In addition, the Committee considers the positioning of our management team’s incentive pay relative to the compensation received by similarly situated executives at our peer companies.

Your vote on this Proposal is an advisory vote, which means that the Company and the Board of Directors are not required to take any action based on the outcome of the vote. However, the Compensation Committee will seriously consider the vote of our shareholders on this Proposal when determining the nature and scope of future executive compensation programs.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT

SHAREHOLDERS VOTE “FOR” APPROVAL OF THE

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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ADDITIONAL INFORMATION

Shareholder Proposals

To be considered for inclusion in the Company’s proxy statement and form of proxy relating to the annual meeting of shareholders to be held in 2019, a shareholder proposal must be received by the Corporate Secretary of the Company, at the address set forth on the first page of this proxy statement, no later than December 27, 2018. If such annual meeting is held on a date more than 30 days from June 5, 2018, a shareholder proposal must be received within a reasonable time before the Company begins to print and mail its proxy solicitation materials for such annual meeting. Any such proposal will be subject to the proxy rules adopted by the SEC.

Proxy Access Nominations

Any shareholder (or group of no more than 20 shareholders) meeting the Company’s continuous ownership requirements set forth in our By-laws who wishes to nominate a candidate or candidates for election for up to 20% of our Board and to require the Company to include such nominee(s) in our 2019 proxy statement, must submit such nomination and request by no earlier than November 27, 2018 nor later than December 27, 2018. The nomination and supporting materials must also comply with the requirements set forth in our By-laws for inclusion of director nominees in the proxy statement.

Notice of Business to be Conducted at an Annual Meeting

The Bylaws of the Company, a copy of which may be obtained from the Company, set forth the procedures by which a shareholder may properly bring business before a meeting of shareholders. Pursuant to the Bylaws, only business brought by, or at the direction of, the Board of Directors may be conducted at a special meeting. The Bylaws of the Company provide an advance notice procedure for a shareholder to properly bring business before an annual meeting. The shareholder must give written advance notice to the Corporate Secretary of the Company not less than 90 days before the date originally fixed for such meeting; provided, however, that in the event that less than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder, to be timely, must be received not later than the close of business on the tenth day following the date on which the Company’s notice to shareholders of the annual meeting date was mailed or such public disclosure was made.

Attendance at the Annual Meeting

If you are a holder of record and plan to attend the Annual Meeting, please indicate this when you vote. The top half of the proxy card is your admission ticket. When you arrive at the Annual Meeting, you will be asked to present this admission ticket and photo identification, such as a driver’s license. If you hold your Common Stock in street name, you will need proof of ownership to be admitted to the Meeting. A recent brokerage statement or a letter from your bank or broker are examples of proof of ownership. If you want to vote your Common Stock held in street name in person, you must get a written proxy in your name from the broker, bank, or other nominee that holds your shares.

Other Matters Which May Properly Come Before the Annual Meeting

The Board of Directors knows of no business that will be presented for consideration at the Annual Meeting other than as stated in the Notice of Annual Meeting of Shareholders. If, however, other matters are properly brought before the Meeting, it is the intention of the members of the Proxy Committee to vote the shares represented thereby on such matters in accordance with their best judgment.

Whether or not you intend to be present at the Annual Meeting, you are urged to sign, date, and return your proxy card, or to vote via the Internet or by telephone, promptly. If you are then present and wish to vote your shares in person, your original proxy may be revoked by voting at the Annual Meeting.

Online Delivery of Proxy and Other Materials

We have elected to take advantage of SEC rules that allow companies to furnish proxy materials to their shareholders on the Internet. We believe that these rules allow us to provide our shareholders with the information they need to vote at our Annual Meeting, while also reducing the costs of delivery and reducing the environmental impact of producing and distributing the related proxy materials.

Since April 26, 2018, the proxy materials for the 2018 Annual Meeting (which include the 2017 Annual Report to Shareholders) have been available at the following web site: www.proxydocs.com/NYCB. Shareholders who wish to receive a printed copy of the proxy materials available on this web site may request copies in any of the following ways: (i) via the Internet, at www.investorelections.com/NYCB; (ii) by telephone, at 1-866-648-8133; or (iii) by sending an e-mail to paper@investorelections.com. Shareholders who are not eligible to vote at the Annual Meeting may find our 2017 Annual Report to Shareholders and the Notice of 2018 Annual Meeting of Shareholders and Proxy Statement on the Investor Relations portion of our Company website, www.myNYCB.com.

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We encourage all of our shareholders who have Internet access to receive future proxy materials online rather than through the U.S. mail delivery system. By electing to receive our materials electronically, you will be supporting our efforts to reduce expenses and thus add to shareholder value. Other benefits of this service include:

| ● |  | Receiving shareholder communications, including the Company’s annual report to shareholders and proxy statement, as soon as they are available, thus eliminating the need to wait for them to arrive by mail;

| ● |  | Enjoying easier access to convenient online voting; and

| ● |  | Eliminating bulky paper documents from your personal files.

Householding of Proxy Statements and Annual Reports

The SEC has adopted rules that permit companies to mail a single proxy statement and a single annual report to two or more shareholders sharing the same address. This practice is known as “householding.” Householding provides greater convenience to shareholders and saves the Company money by reducing excess printing costs. You may have been identified as living at the same address as another Company shareholder. If this is the case, and unless the Company receives contrary instructions from you, we will continue to “household” your proxy statement and annual report for the reasons stated above.

If you are a shareholder or a beneficial owner at a shared address to which a single copy of both the proxy statement and the annual report has been delivered, and you would like to receive your own copy of this proxy statement and the annual report, you may obtain them electronically from the Investor Relations portion of our website, www.myNYCB.com, by selecting “SEC Documents”; by contacting the Investor Relations Department of the Company by phone (516-683-4420) or by e-mail (ir@myNYCB.com); or by writing to the Investor Relations Department of the Company and indicating that you are a shareholder at a shared address and would like an additional copy of each document.

If you are a recordholder and would like to receive a separate proxy statement or annual report in the future, please contact Computershare Shareowner Services LLC either by phone at (866) 293-6077, online at www.computershare.com/investor, or by mail at P.O. Box 30170, College Station, Texas 77842. If you are a beneficial owner and would like to receive a separate proxy statement or annual report in the future, please contact your broker, bank, or other nominee.

If, on the other hand, you are a shareholder of record sharing an address, and are receiving multiple copies of this proxy statement or the annual report, please contact Computershare Ltd. at the number or addresses listed above so that all shareholders at the shared address can request that only a single copy of each document be mailed to your address in the future. If you are the beneficial owner, but not the recordholder, of Company shares, and you wish to receive only one copy of the proxy statement and annual report in the future, you will need to contact your broker, bank, or other nominee so that all shareholders at the shared address can request that only a single copy of each document be mailed to your address in the future.

A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC, accompanies this proxy statement. An additional copy will be furnished without charge to shareholders upon written request to New York Community Bancorp, Inc., Investor Relations Department, 615 Merrick Avenue, Westbury, New York 11590.

By Order of the Board of Directors,

Westbury, New York April 26, 2018 |  | R. Patrick Quinn Executive Vice President, Chief Corporate Governance Officer, and Corporate Secretary

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED

TO PROMPTLY COMPLETE, SIGN, DATE, AND RETURN THE ACCOMPANYING PROXY CARD

IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR TO VOTE VIA THE INTERNET OR BY TELEPHONE.

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|  | APPENDIX A

APPENDIX A

Discussion and Reconciliation of GAAP and non-GAAP

Financial Measures

While stockholders’ equity, return on stockholders’ equity and total assets are financial measures that are recorded in accordance with U.S. generally accepted accounting principles (“GAAP”), tangible stockholders’ equity, return on average tangible stockholders’ equity and tangible assets are not. Nevertheless, it is management’s belief that these non-GAAP measures should be disclosed to investors for the following reasons: (i) tangible stockholders’ equity is an important indication of the Company’s ability to grow organically and through business combinations, as well as its ability to pay dividends and to engage in various capital management strategies; and (ii) returns on average tangible assets and average tangible stockholders’ equity are among the profitability measures considered by current and prospective investors, both independent of, and in comparison with, the Company’s peers.

The following table provides information to reconcile to GAAP those non-GAAP financial metrics used by the Compensation Committee in the determination of awards under our short- and long-term incentive program as described in greater detail under the heading 2017 Performance Metrics in the Compensation Discussion and Analysis.

Reconciliation of GAAP and non-GAAP Financial Measures

(in thousands) |  | At or for the Twelve Months Ended December 31, 2017 |
Stockholders’ Equity |  | $ | 6,795,376 |
Less: Goodwill |  |  | (2,436,131 | )
Core deposit intangibles |  |  | (502,840 | )
Tangible stockholders’ equity |  | $ | 3,856,405 |
Total Assets |  | $ | 49,124,195 |
Less: Goodwill |  |  | (2,436,131 | )
Tangible assets |  | $ | 46,688,064 |
Average Stockholders’ Equity |  | $ | 6,204,142 |
Less: Average goodwill and core deposit intangibles |  |  | (2,436,184 | )
Average tangible stockholders’ equity |  | $ | 3,767,958 |
Average Assets |  | $ | 48,624,882 |
Less: Average goodwill and core deposit intangibles |  |  | (2,436,184 | )
Average tangible assets |  | $ | 46,188,698 |
Non-GAAP Net Income |  | $ | 441,580 |
Add back: Amortization of core deposit intangibles, net of tax |  |  | 125 |
Non-GAAP net income (for the purpose of calculating ROTA and ROTE) |  | $ | 441,705 |
GAAP Measures |  |  |  |
Return on average assets |  |  | 0.96 | %
Return on average stockholders’ equity |  |  | 7.12 |
Stockholders’ equity to total assets |  |  | 12.81 |
Non-GAAP Measures |  |  |  |
Return on average tangible assets |  |  | 1.01 | %
Return on average tangible stockholders’ equity |  |  | 11.72 |
Tangible stockholders’ equity to tangible assets |  |  | 8.26 |

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ANNUAL MEETINg OF SHAREHOLDERS OF NEw YORk COMMUNITY BANCORP, INC.
Date: June 5, 2018
Time: 10:00 A.M. (Eastern Daylight Time) Place: Sheraton LaGuardia East Hotel,
135-20 39th Avenue, Flushing, New York 11354
Please make your marks like this: Use dark black pencil or pen only
Board of Directors Recommends a Vote FOR proposals 1, 2, and 3.
1: Election of Directors Recommend Directors
For Against Abstain
01 Maureen E. Clancy For
02 Hanif “Wally” Dahya For
03 Joseph R. Ficalora For
04 James J. O’Donovan For
For Against Abstain
2: The KPMG ratification LLP as the of the independent appointment public of For Bancorp, accounting Inc. firm for of the New fiscal York year Community ending December 31, 2018.
3: An advisory vote to approve compensation of For our accompanying executive officers Proxy Statement. disclosed in the 4: which To consider may properly and act upon come any before other the matters meeting or any adjournment thereof.
Authorized Signatures - This section must be completed for your Instructions to be executed.
Please Sign Here Please Date Above
Please Sign Here Please Date Above
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give your full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Annual Meeting of to Shareholders be held on Tuesday, of New June York Community 5, 2018 Bancorp, Inc. for Holders as of April 10, 2018
This proxy is being solicited on behalf of the Board of Directors
VOTE BY INTERNET, TELEPHONE, OR MAIL: provided. INTERNET TELEPHONE
Go www. To proxypush.com/NYCB 866-895-6921 your vote • Use any touch-tone telephone.
• Cast online. • your Proxy Card/Voting Instruction Have Form ready. envelope • View Meeting Documents. •Follow the simple recorded instructions.
MAIL
the in • Mark, sign and date your Proxy Card/Voting Instruction Form.
• Detach your Proxy Card/Voting Instruction Form. portion • Return your Proxy Card/Voting Instruction this Form in the postage-paid envelope provided. just The undersigned hereby appoints the proxy committee of the Board of Directors of New York Community Bancorp, Inc. (the “Company”), as the true and lawful attorney of the undersigned, with full power of substitution and revocation, and authorizes it to vote all the shares of capital stock of the Company which the undersigned is entitled to vote at the above referenced Annual return Meeting of Shareholders and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorney to vote and in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1 AND FOR THE PROPOSALS IN ITEMS 2 AND 3.
perforation All votes must be received by 11:59 P.M., Eastern Time, June 4, 2018. the All votes by 401(k), ESOP, and Stock Plan participants must be received by 11:59 P.M., at Eastern Time, May 30, 2018.
MEDIANT COMMUNICATIONS INC. carefully PROXY TABULATOR FOR NEw YORk COMMUNITY BANCORP, INC. separate P.O. BOX 8016 CARY, NC 27512-9903
Please

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ADMISSION TICkET
NEw YORk COMMUNITY BANCORP, INC. ANNUAL MEETINg OF SHAREHOLDERS Tuesday, June 5, 2018 10:00 a.m., Eastern Daylight Time Sheraton LaGuardia East Hotel 135-20 39th Avenue Flushing, New York 11354 You must present this admission ticket in order to gain admittance to the Annual Meeting. This ticket admits only the shareholder(s) listed on the reverse side and is not transferable. Each shareholder will be asked to present valid picture identification, such as a driver’s license. Use of cameras, recording devices, and other electronic devices will not be permitted prior to, during, or after the meeting. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Meeting and Proxy Statement and the Annual Report to Shareholders, including the 2017 Annual Report on Form 10-K, are available at www.proxydocs.com/NYCB. Proxy — New York Community Bancorp, Inc. Annual Meeting of Shareholders June 5, 2018, 10:00 a.m. (Eastern Daylight Time) This Proxy is Solicited on Behalf of the Board of Directors Except for those shares of Common Stock of the Company held in the plans defined below, the undersigned hereby appoints the Proxy Committee of the Board of Directors of New York Community Bancorp, Inc. (the “Company”), as the named proxies with full power of substitution, to act as attorney and proxy for the undersigned, and to vote all shares of Common Stock of the Company which the undersigned is entitled to vote only at the Annual Meeting of Shareholders to be held on Tuesday, June 5, 2018, at 10:00 a.m., Eastern Daylight Time, at the Sheraton LaGuardia East Hotel, 135-20 39th Avenue, Flushing, New York 11354, and at any and all adjournments thereof, as set forth on the reverse side. If you hold shares of Common Stock of the Company through the New York Community Please Bancorp, Inc. Employee Savings Plan (the “401(k) Plan”) or the New York Community Bancorp, Inc. Employee Stock Ownership Plan (collectively referred to as the “tax-qualified plans”), or you have been awarded shares of restricted stock under the New York Community Bancorp, Inc. 2012 Stock Incentive Plan (the “Stock Plan”), this proxy separate card covers all shares for which you have the right to give voting instructions to Pentegra Trust Company, the trustee for the tax-qualified plans and the Stock Plan (the “Trustee”). This proxy card, when properly executed and dated, will be voted by the Trustee as you carefully direct. If you do not direct the Trustee how to vote the shares of Company Common at Stock credited to your plan account(s) by 11:59 p.m., Eastern Daylight Time, on May the 30, 2018, the Trustee will vote the shares held in the tax-qualified plans in the same proportion as the voting instructions it receives from other participants as of that date and time. All shares of Common Stock of the Company held in the Stock Plan for which timely instructions are not received will be voted by the Trustee as directed by the perforation Company. and The purpose of the Annual Meeting is to take action on the proposals indicated on the reverse side of this page. return The four directors up for re-election are: Maureen E. Clancy, Hanif “Wally” Dahya, just Joseph R. Ficalora, and James J. O’Donovan. this The Board of Directors of the Company recommends a vote “FOR” all nominees for portion director and “FOR” each proposal. in This proxy, when properly executed, will be voted in the manner directed herein. the If no direction is made, this proxy will be voted “FOR” all nominees for director and “FOR” each proposal. In their discretion, the Board of Directors as named Proxies are authorized to vote upon such other matters that may properly come envelope before the Annual Meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in provided accordance with theBoard of Directors’ recommendation. The named Proxies . cannot vote your shares unless you sign and return this card. Yes No Please indicate if you plan to attend this meeting