Conrad Gunther
Senior Executive Vice President and Chief Lending Officer at Dime Community Bancshares, Inc. /NY/
Executive
About Conrad Gunther
Conrad J. Gunther is Senior Executive Vice President and Chief Lending Officer (CLO) of Dime Community Bancshares and Dime Community Bank; he joined Dime in 2017 and was promoted to Senior EVP in February 2021; age 78 as of the 2025 proxy record date . Dime’s 2024 performance under the executive team included 20% year-over-year core deposit growth, reduced wholesale funding to 8% of assets, lower CRE concentration, and sequential NIM expansion throughout 2024, while NPLs were 0.46% and CET1 exceeded 11% at year-end . Total shareholder return in 2024 was 18.5%, top quartile versus the compensation peer group; the company also received “Outstanding” CRA ratings across all components .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dime Community Bancshares/Bank | EVP & CLO; later Senior EVP & CLO | 2017–present (SEVP since Feb 2021) | Led commercial lending; contributed to business loan growth and CRE concentration reduction as part of balance sheet diversification in 2024 . |
| First Central Savings Bank | EVP & Chief Lending Officer | 2015–2016 | Senior leadership of lending at a NY community bank . |
| Community National Bank | First EVP & Chief Lending Officer | 2008–2015 | Senior lending leadership at a NY-area bank later acquired by Dime (2015) . |
| Various Long Island financial institutions; earlier career includes European American Bank and North Fork | Senior roles (various) | Prior to 2008 | Multi-decade commercial banking experience in Greater Long Island marketplace . |
External Roles
- Not disclosed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $440,000 | $465,723 | $485,618 |
| Target AIP (% of Salary) | 45% | 50% | 50% |
| AIP Paid ($) | $258,595 | $294,327 | $301,297 |
| Cash in lieu of Perquisites ($) | $50,000 | $50,000 | $50,000 |
| All Other Compensation ($) | $110,320 | $98,266 | $102,786 |
Notes
- 2024 base salary level increased to $489,456 effective April 1, 2024 (3.0% increase); table reflects fiscal-year salary recognized .
- Perquisites delivered as $50,000 cash annually; plus retirement plan contributions and insurance; itemization shown in All Other Compensation .
Performance Compensation
Annual Incentive Plan (AIP) Design and Outcomes
- 2024 AIP structure: Corporate Factor (85%) + Discretionary Factor (15%); metrics and weights below .
- 2024 AIP payout for Gunther: 123.1% of target, totaling $301,297 .
| AIP Corporate Metrics (2024) | Weight | Threshold | Target | Max | Actual | Weighted Result |
|---|---|---|---|---|---|---|
| Adjusted Non-Interest Expenses / Avg Assets | 50.0% | 1.75% | 1.55% | 1.35% | 1.54% | 103.0% |
| Relative Asset Quality (NPLs/Loans vs Peers) | 12.5% | 25th pct | 50th pct | 75th pct | 73rd pct | 146.0% |
| CET1 Ratio (Consolidated) | 10.0% | 10.25% | 11.0% | 12.0% | 12.17% | 150.0% |
| CRE Concentration (Consolidated) | 15.0% | 550% | 510% | 470% | 447% | 150.0% |
| Loan-to-Deposit Ratio | 12.5% | 105.0% | 97.5% | 90.0% | 93.0% | 130.0% |
| Total Corporate Factor | 100.0% | — | — | — | — | 123.7% |
| AIP Discretionary Factor (2024) | Weight | Outcome |
|---|---|---|
| Deposit/customer growth from new hires | 7.5% | Strong team contributions; ~$1.8B combined core deposits from 2023/2024 hires . |
| Other discretion (technology, compliance, TSR, CRA, cyber/risk) | 7.5% | Achieved; 2024 TSR 18.5% (top quartile), CRA “Outstanding,” no material cyber disruptions . |
Selected history:
- 2023 AIP: Corporate Factor 124.8% achieved; total payout 123.9% of target (Gunther: $294,327) .
- 2022 AIP: Corporate Factors achieved at 138.3%; total payout 130.6% of target (Gunther: $258,595) .
Long-Term Incentive Plan (LTIP) – Structure and Awards
- LTIP mix: 60% Performance‑Vested Restricted Stock (PRSAs), 40% Time‑Vested Restricted Stock (RSAs) .
- 2024 PRSA metrics (3‑yr cycle ending 2026): Relative Deposit Franchise Quality (NY/NJ peers, 50% weight) and Consolidated CRE Concentration Ratio (50% weight); payouts 50–150% of target .
- 2023 PRSA metrics: Relative TSR (60%) vs KBW Regional Banking Index; Relative Deposit Franchise Quality (40%) .
- 2022 PRSA metrics: Relative TSR (50%); Adjusted ROATCE (50%) .
| LTIP Awards (at Target) | 2022 | 2023 | 2024 |
|---|---|---|---|
| PRSA Grant Value ($) | $92,371 | $114,060 | $117,479 |
| RSAs (#) | 1,781 | 3,201 | 4,207 |
| RSAs Grant Value ($) | $61,569 | $76,032 | $78,313 |
| Total LTIP Value ($) | $153,940 | $190,092 | $195,792 |
2022 LTIP results (performance cycle completed): Overall PRSA payout 30% of target (TSR at 30th percentile; Adjusted ROATCE below threshold) . Shares awarded to Gunther for 2022 LTIP PRSAs: 802 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 69,430 shares as of March 20, 2025 record date; includes 6,935 time‑vested restricted shares over which he has voting power; represents less than 1% of outstanding shares . |
| Outstanding Unvested Time‑Vested Shares (12/31/2024) | 11,527 shares; market value $354,225 at $30.73 close on 12/31/2024 . |
| Outstanding Unearned PRSAs (Target, 12/31/2024) | 12,115 shares; market value $372,294 at $30.73 . |
| Vesting Schedule – Time‑Vested (selected) | 4,592 vests 2/1/2025; 594 vests 3/31/2025; 2,134 in equal installments on 3/31/2025 & 3/31/2026; 4,207 vests in equal installments on 3/31 of 2025, 2026, 2027 . |
| Vesting Schedule – PRSAs (Target) | 1,002 vests in 2024 (completed); 4,802 vests in 2025; 6,311 vests in 2026, subject to performance . |
| Ownership Guidelines | Other NEOs must hold 1.5× salary (updated March 2025); all NEOs in compliance or within phase‑in period . Prior guideline (2024): 2× salary for other NEOs . |
| Pledging/Hedging | Prohibited for directors and officers . |
Insider selling pressure watchlist (calendar-based): Material vest events cluster around February 1 and March 31 each year (time‑vested installments) and PRSA cliffs in 2025 and 2026; hedging/pledging bans reduce alignment risks .
Employment Terms
| Provision | Key Economics/Terms |
|---|---|
| Agreement Type/Term | Employment agreement; 3-year term with daily renewal unless notice given 90 days pre‑renewal . |
| Minimum Compensation | Base salary ≥ $440,000; Target AIP ≥ 45% of base; Annual equity ≥ 35% of base; $50,000 cash in lieu of perquisites . |
| Severance (No CIC) | Pro‑rata bonus for year of termination; 3× (base + recent bonus); DC/SERP credits for 3 years; 150% of COBRA premiums × 36 months; outplacement . |
| Severance (Double‑Trigger CIC; within 2 years) | Pro‑rata bonus; 3× (base + greater of target bonus in CIC year or 3‑yr average bonus); DC/SERP credits for 3 years; 150% of COBRA premiums × 36 months; outplacement . |
| Equity on Death/Disability | Time‑vested awards fully vest; PRSAs vest pro‑rata based on actual performance or target if not determinable . |
| Restrictive Covenants | NDA; mutual non‑disparagement; 1‑year non‑compete and non‑solicit (6–24 months post‑CIC termination by mutual agreement) . |
| 280G/4999 | Cut‑down to maximize after-tax outcome (no gross‑up) . |
| Clawback | Dodd‑Frank compliant policy updated July 2023; 3‑year lookback on restatements . |
| Defense of Tax Position Agreement | Company pays defense costs for any Section 4999 excise tax claims (no tax/penalty reimbursement) . |
Potential payments (12/31/2024, illustrative):
- Involuntary Termination (no CIC): $2,896,513 employment cash/benefits; equity acceleration value $866,433 .
- Involuntary Termination after CIC: $2,844,733 employment cash/benefits; equity acceleration value $866,433 .
- Death/Disability: $294,327 (recent bonus proxy) plus equity acceleration $866,433 .
Supplemental/Deferred:
- SERP (401k excess plan) registrant contribution $15,223 in 2024; aggregate balance $81,445 at year-end 2024 .
Compensation Structure Analysis
- Cash vs equity mix: For 2024, Gunther’s compensation comprised salary ($485.6k), AIP ($301.3k), and LTIP at target ($195.8k), showing balanced cash/equity with higher emphasis on variable pay (AIP+LTIP) .
- Shift toward PRSAs: 60% of LTIP in performance‑based shares; PRSA metrics emphasize deposit franchise quality and CRE concentration, aligning with balance sheet quality priorities in the NY/NJ market .
- AIP metrics refocus: Expense discipline (Adj NIE/Assets, 50% weight) and balance sheet strength (risk, capital, CRE concentration, L/D) dominate Corporate Factor; risk‑based capital gate retained .
- Governance features: Clawback strengthened (2023); hedging/pledging prohibited; double‑trigger CIC; no option repricing; no tax gross‑ups; ownership guideline tightened in 2025 (NEOs 1.5× salary) .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 proposal (covering 2024 pay) had say‑on‑pay alignment context; 2024 vote on 2023 pay received 81.0% support .
- 2023 meeting (covering 2022 pay) received 80.4% support; company responded with AIP metric adjustments and tightened LTIP discretion .
- 2022 meeting (covering 2021 pay) failed at 53.4% against due to merger‑related one‑time equity/benefit concerns; company engaged shareholders and revised plan designs .
Performance & Track Record
| Area | Evidence |
|---|---|
| Deposit Franchise | ~$1.8B core deposit growth from 2023–2024 banker hires; 20% YoY core deposit growth in 2024 . |
| Balance Sheet Quality | Wholesale funding down to 8% of assets; loan‑to‑deposit <100%; higher liquidity and cash on balance sheet . |
| CRE Concentration | Significant reduction in 2024 as part of diversification strategy . |
| Net Interest Margin | Expanded sequentially in each quarter of 2024 after 1Q24 trough . |
| Asset Quality | NPLs at 0.46% of total loans at 12/31/2024; better than peer median 0.55% . |
| Capital | Raised ~$136M net in Nov 2024; CET1 >11%; Total Capital >15.5% at year‑end . |
| TSR | 2024 TSR 18.5% (top quartile vs peers) . |
| CRA | “Outstanding” overall and on Lending, Investment, Service tests . |
Succession and transition:
- Company announced Gunther will retire at end of 2025; Thomas X. Geisel to assume commercial leadership (Chief Commercial Officer) with a planned transition; CFO Avi Reddy adds COO title as part of broader bench‑strengthening .
Equity Ownership & Vesting Detail
| Category | Shares/Value | Notes |
|---|---|---|
| Beneficial ownership (common) | 69,430 | <1% outstanding; includes 6,935 time‑vested RSAs . |
| Unvested time‑vested RSAs (12/31/2024) | 11,527 ($354,225) | $30.73 stock price on 12/31/2024 . |
| Unearned PRSAs (Target) (12/31/2024) | 12,115 ($372,294) | $30.73 stock price on 12/31/2024 . |
| 2025 vest events (selected) | 4,592 (2/1/2025); 594 (3/31/2025); 2,134 split across 3/31/2025 & 3/31/2026; 4,207 RSAs 1/3 each 2025–2027 | Time‑vested . |
| 2025 PRSA cliff (Target) | 4,802 | Performance‑contingent . |
| 2026 PRSA cliff (Target) | 6,311 | Performance‑contingent . |
Investment Implications
- Pay-for-performance alignment: AIP and LTIP metrics are tightly linked to balance sheet quality (expenses, capital, L/D, CRE concentration) and relative franchise quality/TSR; 2024 AIP paid at 123% of target, reflecting strong execution on strategic balance sheet goals .
- Retention risk manageable: Gunther’s agreement includes competitive 3× severance multipliers and equity acceleration on certain events; ownership guidelines, hedging/pledging bans, and clawback enhance alignment; announced retirement with planned transition by YE2025 reduces key‑man risk via succession (Geisel, Reddy as COO) .
- Near-term selling pressure: Regular RSA installments (Feb 1 and Mar 31 cycles) and PRSA cliffs (2025, 2026) create predictable windows of potential selling; however, policy restrictions and ownership guidelines mitigate misalignment risks .
- Execution track record supportive: 2024 improvements (deposits, funding mix, NIM, capital, asset quality) and top‑quartile TSR, alongside CRA “Outstanding,” signal operational momentum as lending leadership transitions through 2025 .