Sterling Bancorp (NYSE:STL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
(e)On February 6, 2019, the Compensation Committee of the Board of Directors of Sterling Bancorp (the “Company”) approved certain matters related to the compensation program for certain of its executive officers. The compensation decisions were made after a review of the executive officers’ compensation against certain market data, and took into consideration various factors, including the Company’s performance since the acquisition of Astoria Financial Corporation.
Accordingly, the Compensation Committee approved the Company’s Short-Term and Long-Term Incentive Plans for fiscal year 2019 (the “Plans”). The Plans are key elements of the Company’s executive compensation as they provide cash and equity-based compensation that support the Company’s goal of aligning management’s and stockholders’ interests and serve as a retention tool for executives. Theterms of the Plans adopted do not materially differ from the prior year.
In connection with the Long-Term Incentive Plan, the Compensation Committee additionally approved the grant of supplemental equity awards to certain executive officers including the Company’s named executive officers, Messrs. Jack Kopnisky, Luis Massiani, Michael Finn, Rodney Whitwell and James Blose. These supplemental equity awards are designed to bring the Company’s executive compensation in-line with its peers and incentivize continued retention of executives. Messrs. Kopnisky and Massiani were awarded a supplemental equity award grant valued at $3,000,000 and $1,500,000, respectively. Both Messrs. Finn and Whitwell were awarded a supplemental equity award grant valued at $1,000,000 each, and Mr. Blose was awarded a supplemental equity award grant valued at $500,000.
The supplemental equity award to each is comprised of 75% performance-based restricted stock awards and 25% time-based restricted stock awards, all to be measured over a 3-year vesting period concluding on December 31, 2021. The vesting of the performance-based component is contingent upon actual performance of pre-defined measures at the end of the performance period (i.e., third year), with 50% of such measurement tied to the Company’s three-year adjusted return on tangible assets (ROTA) and 50% of such measurement tied to the Company’s three-year adjusted earnings per share (EPS) growth. For both the measurement of ROTA and EPS growth, each are measured against the KBW Regional Bank Index annually and the average of three-year rankings will determine performance. An absolute performance level must also be achieved for each measure in order for the performance-based shares to vest. To receive the target awards, the Company’s performance must be at the median of the KBW Regional Bank Index. Performance above and below the median will be interpolated and range from 50% of the target for achieving the 35th percentile performance relative to the index and a stretch award of 150% of target for achieving 75th percentile or greater relative to the index.
Further, if the applicable executive terminates his service with the Company, Sterling National Bank and/or any of their subsidiaries prior to the vesting date, such executive will forfeit the performance-based restricted stock award in its entirety. If a performance goal is not achieved during the performance period, the shares relating to such performance goal will be forfeited. Notwithstanding the foregoing, any shares of restricted stock that the applicable executive receives upon achievement of one or both of theperformance goals will become free of all restrictions and become fully vested if, prior to the vesting date, the applicable executive (i)terminates service due to death or disability; (ii)is terminated without cause or resigns for “good reason” (as defined in the 2015 Omnibus Equity and Incentive Plan (the “Omnibus Plan”)) or due to retirement; or (iii)the executive is terminated either without cause or resigns for “good reason” (as defined in the applicable employment agreement) on or within twenty-four (24)months following a “change in control” (as defined in the Omnibus Plan); provided, however, that in each instance, the executive will forfeit any performance award shares for which the performance goals have not been attained prior to termination.
The full text of the supplemental equity awards to Messrs. Kopnisky, Massiani, Finn, Whitwell and Blose will be filed as exhibits to our Annual Report on Form 10-K.
About Sterling Bancorp (NYSE:STL)
Sterling Bancorp is a financial holding company. The Company is a bank holding company that owns the Sterling National Bank (the Bank). The Bank specializes in the delivery of services and solutions to business owners, their families and consumers within the communities it serves. The Bank offers a line of commercial, business, and consumer banking products and services. The Bank is engaged in the origination of commercial loans and commercial mortgage loans. The Company also originates residential mortgage loans and consumer loans. The Bank offers services in the New York Metro Market, which includes Manhattan and Long Island, and the New York Suburban Market, which consists of Rockland, Orange, Sullivan, Ulster, Putnam and Westchester counties in New York and Bergen County in New Jersey. Its deposit products include non-interest bearing demand deposits, interest bearing demand deposits, savings, money market and certificate of deposits.
