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Pay vs Performance Disclosure

4 Months Ended

8 Months Ended

12 Months Ended

Dec. 31, 2023

Aug. 31, 2023

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE DISCLOSURE

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation and Human Resources Committee did not utilize Compensation Actually Paid as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please refer to our “Compensation Discussion and Analysis,” above.

Year	Summary Compensation Table Total for Kevin O’Connor¹ ($)	Summary Compensation Table Total for Stuart Lubow¹ ($)	Compensation Actually Paid to Kevin O’Connor^1,2,3 ($)	Compensation Actually Paid to Stuart Lubow^1,2,3 ($)	Average Summary Compensation Table Total for Non-PEO NEOs¹ ($)	Average Compensation Actually Paid to Non-PEO NEOs^1,2,3 ($)	Value of Initial Fixed 100 Investment based on:⁴
Year	Summary Compensation Table Total for Kevin O’Connor¹ ($)	Summary Compensation Table Total for Stuart Lubow¹ ($)	Compensation Actually Paid to Kevin O’Connor^1,2,3 ($)	Compensation Actually Paid to Stuart Lubow^1,2,3 ($)			TSR ($)	Peer Group TSR ($)	Net Income ($ Millions)	Adjusted ROATCE⁵
(a)	(b)	(b)	(c)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2023	10,135,803	4,522,226	7,246,970	4,226,580	985,259	887,314	92.97	107.99	96.1	11%
2022	4,255,662	N/A	3,567,836	N/A	1,656,101	1,490,284	105.06	107.95	152.6	17%
2021	9,674,312	N/A	10,555,214	N/A	2,954,276	3,376,950	112.73	119.79	104.0	11%
2020	3,836,271	N/A	1,494,883	N/A	1,196,678	677,120	75.51	89.23	42.3	7%

(1) Kevin O'Connor was our PEO for 2020 through August 31, 2023. Stuart Lubow is our PEO starting August 31, 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

2020	2021	2022	2023
Howard H. Nolan	Stuart H. Lubow*	Stuart H. Lubow	Avinash Reddy
Kevin L. Santacroce	Avinash Reddy*	Avinash Reddy	Conrad J. Gunther
James J. Manseau	Conrad J. Gunther*	Conrad J. Gunther	Patricia M. Schaubeck
John M. McCaffery	Patricia M. Schaubeck*	Patricia M. Schaubeck	Michael Fegan
	Howard H. Nolan
	John M. McCaffery

* Messrs. Lubow, Reddy, Gunther and Ms. Schaubeck became NEOs for the first time in 2021 and, pursuant to SEC rules, their compensation in this Pay Versus Performance disclosure reflects amounts calculated from February 1, 2021, which was the date of the Merger and the first day of their employment with the Company.

(2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year and any prior year service cost of pension benefits (if a plan amendment or initiation occurred during the year).

Year	Summary Compensation Table Total for Kevin O'Connor	Exclusion of Change in Pension Value for Kevin O'Connor	Exclusion of Stock Awards and Option Awards for Kevin O'Connor	Inclusion of Pension Service Cost for Kevin O'Connor	Inclusion of Equity Values for Kevin O'Connor	Compensation Actually Paid to Kevin O'Connor
Year	($)	($)	($)	($)	($)	($)
2023	10,135,803	-374,957	-539,841	48,573	-2,022,608	7,246,970
2022	4,255,662	-568,791	-584,959	48,098	417,826	3,567,836
2021	9,674,312	-246,142	-2,572,445	59,569	3,639,920	10,555,214
2020	3,836,271	-1,839,053	-535,920	56,625	-23,040	1,494,883

Year	Summary Compensation Table Total for Stuart Lubow	Exclusion of Change in Pension Value for Stuart Lubow	Exclusion of Stock Awards and Option Awards for Stuart Lubow	Inclusion of Pension Service Cost for Stuart Lubow	Inclusion of Equity Values for Stuart Lubow	Compensation Actually Paid to Stuart Lubow
Year	($)	($)	($)	($)	($)	($)
2023	4,522,226	-399,592	-1,868,314	—	1,972,260	4,226,580

Year	Average Summary Compensation Table Total for Non-PEO NEOs	Average Exclusion of Change in Pension Value for Non-PEO NEOs	Average Exclusion of Stock Awards and Option Awards for Non- PEO NEOs	Average Inclusion of Pension Service Cost for Non- PEO NEOs	Average Inclusion of Equity Values for Non-PEO NEOs	Average Compensation Actually Paid to Non-PEO NEOs
Year	($)	($)	($)	($)	($)	($)
2023	985,259	-12,077	-216,589	—	130,720	887,314
2022	1,656,101	-112,160	-228,767	—	175,110	1,490,284
2021	2,954,276	-33,159	-408,322	4,372	859,783	3,376,950
2020	1,196,678	-361,144	-179,375	55,328	-34,367	677,120

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Kevin O'Connor	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Kevin O'Connor	Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Kevin O'Connor	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Kevin O'Connor	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Kevin O'Connor	Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Kevin O'Connor	Total - Inclusion of Equity Values for Kevin O'Connor
Year	($)	($)	($)	($)	($)	($)	($)
2023	0	0	0	-34,152	-1,988,456	0	-2,022,608
2022	642,454	-209,666	—	-14,962	—	—	417,826
2021	3,437,414	—	—	202,506	—	—	3,639,920
2020	251,217	-20,438	—	-253,819	—	—	-23,040

Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Stuart Lubow	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Stuart Lubow	Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Stuart Lubow	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Stuart Lubow	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Stuart Lubow	Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Stuart Lubow	Total - Inclusion of Equity Values for Stuart Lubow
Year	($)	($)	($)	($)	($)	($)	($)
2023	2,280,325	-270,024	—	-38,040	—	—	1,972,260

Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs	Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs	Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs	Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs	Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs	Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs	Total - Average Inclusion of Equity Values for Non-PEO NEOs
Year	($)	($)	($)	($)	($)	($)	($)
2023	248,281	-102,915	—	-14,646	—	—	130,720
2022	251,263	-68,014	—	-8,139	—	—	175,110
2021	779,427	—	55,978	24,378	—	—	859,783
2020	82,664	-8,925	—	-108,106	—	—	-34,367

(4) The Peer Group TSR set forth in this table utilizes the S&P SmallCap 600 Banks Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P SmallCap 600 Banks Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(5) We determined Adjusted Return on Average Tangible Common Equity (“Adjusted ROATCE”) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Return on average tangible common equity (ROATCE) is a non-GAAP measure that is computed by dividing net earnings applicable to common shareholders by average monthly tangible common shareholders’ equity, and Adjusted ROATCE is a non-GAAP measure that further excludes from ROATCE one-time items such as Merger-related expenses, severance expenses, gains from sales of securities and other assets, branch closure expenses, expenses related to termination of borrowings, and other one-time items. This performance measure may not have been the most important financial performance measure for years 2022, 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Please refer to the Compensation Discussion & Analysis for additional information about our compensation program in 2023.

Company Selected Measure Name

Adjusted ROATCE

Named Executive Officers, Footnote

2020	2021	2022	2023
Howard H. Nolan	Stuart H. Lubow*	Stuart H. Lubow	Avinash Reddy
Kevin L. Santacroce	Avinash Reddy*	Avinash Reddy	Conrad J. Gunther
James J. Manseau	Conrad J. Gunther*	Conrad J. Gunther	Patricia M. Schaubeck
John M. McCaffery	Patricia M. Schaubeck*	Patricia M. Schaubeck	Michael Fegan
	Howard H. Nolan
	John M. McCaffery

Peer Group Issuers, Footnote

Adjustment To PEO Compensation, Footnote

Year	Summary Compensation Table Total for Kevin O'Connor	Exclusion of Change in Pension Value for Kevin O'Connor	Exclusion of Stock Awards and Option Awards for Kevin O'Connor	Inclusion of Pension Service Cost for Kevin O'Connor	Inclusion of Equity Values for Kevin O'Connor	Compensation Actually Paid to Kevin O'Connor
Year	($)	($)	($)	($)	($)	($)
2023	10,135,803	-374,957	-539,841	48,573	-2,022,608	7,246,970
2022	4,255,662	-568,791	-584,959	48,098	417,826	3,567,836
2021	9,674,312	-246,142	-2,572,445	59,569	3,639,920	10,555,214
2020	3,836,271	-1,839,053	-535,920	56,625	-23,040	1,494,883

Year	Summary Compensation Table Total for Stuart Lubow	Exclusion of Change in Pension Value for Stuart Lubow	Exclusion of Stock Awards and Option Awards for Stuart Lubow	Inclusion of Pension Service Cost for Stuart Lubow	Inclusion of Equity Values for Stuart Lubow	Compensation Actually Paid to Stuart Lubow
Year	($)	($)	($)	($)	($)	($)
2023	4,522,226	-399,592	-1,868,314	—	1,972,260	4,226,580

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Kevin O'Connor	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Kevin O'Connor	Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Kevin O'Connor	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Kevin O'Connor	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Kevin O'Connor	Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Kevin O'Connor	Total - Inclusion of Equity Values for Kevin O'Connor
Year	($)	($)	($)	($)	($)	($)	($)
2023	0	0	0	-34,152	-1,988,456	0	-2,022,608
2022	642,454	-209,666	—	-14,962	—	—	417,826
2021	3,437,414	—	—	202,506	—	—	3,639,920
2020	251,217	-20,438	—	-253,819	—	—	-23,040

Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Stuart Lubow	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Stuart Lubow	Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Stuart Lubow	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Stuart Lubow	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Stuart Lubow	Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Stuart Lubow	Total - Inclusion of Equity Values for Stuart Lubow
Year	($)	($)	($)	($)	($)	($)	($)
2023	2,280,325	-270,024	—	-38,040	—	—	1,972,260

Non-PEO NEO Average Total Compensation Amount

$ 985,259

$ 1,656,101

$ 2,954,276

$ 1,196,678

Non-PEO NEO Average Compensation Actually Paid Amount

$ 887,314

1,490,284

3,376,950

677,120

Adjustment to Non-PEO NEO Compensation Footnote

Year	Average Summary Compensation Table Total for Non-PEO NEOs	Average Exclusion of Change in Pension Value for Non-PEO NEOs	Average Exclusion of Stock Awards and Option Awards for Non- PEO NEOs	Average Inclusion of Pension Service Cost for Non- PEO NEOs	Average Inclusion of Equity Values for Non-PEO NEOs	Average Compensation Actually Paid to Non-PEO NEOs
Year	($)	($)	($)	($)	($)	($)
2023	985,259	-12,077	-216,589	—	130,720	887,314
2022	1,656,101	-112,160	-228,767	—	175,110	1,490,284
2021	2,954,276	-33,159	-408,322	4,372	859,783	3,376,950
2020	1,196,678	-361,144	-179,375	55,328	-34,367	677,120

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs	Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs	Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs	Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs	Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs	Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs	Total - Average Inclusion of Equity Values for Non-PEO NEOs
Year	($)	($)	($)	($)	($)	($)	($)
2023	248,281	-102,915	—	-14,646	—	—	130,720
2022	251,263	-68,014	—	-8,139	—	—	175,110
2021	779,427	—	55,978	24,378	—	—	859,783
2020	82,664	-8,925	—	-108,106	—	—	-34,367

Compensation Actually Paid vs. Total Shareholder Return

Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.

Compensation Actually Paid vs. Net Income

Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the four most recently completed fiscal years.

Compensation Actually Paid vs. Company Selected Measure

Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted ROATCE

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Adjusted ROATCE during the four most recently completed fiscal years.

Total Shareholder Return Vs Peer Group

Description of Relationship Between TSR and Peer Group TSR

The following chart compares our cumulative TSR over the four most recently completed fiscal years to that of the S&P SmallCap 600 Banks Index over the same period (assumes reinvestment of dividends).

Tabular List, Table

Tabular List of Most Important Financial Performance Measures

The following tables presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.