Judy Wu
About Judy Wu
Judy Wu, age 42, is Executive Vice President, General Counsel and Corporate Secretary of Dime Community Bancshares, Inc. and Dime Community Bank; she joined in May 2024 and is admitted to practice law in New York and California . Prior to Dime, she served as SVP, Regulatory Compliance and Privacy at Flagstar Bank for over a year, and held various legal and compliance roles at Signature Bank from 2007 to 2023, including Co-General Counsel and Assistant Corporate Secretary . During 2024, Dime delivered a 2024 total shareholder return of 18.5% (top quartile vs. peers) and reported 2024 adjusted ROATCE of 2.24%; reported net income was $21.8 million with adjusted net income of $58.1 million, contextualizing the performance backdrop for executive incentives and governance oversight .
Past Roles
| Organization | Role | Years | Strategic Impact / Responsibilities |
|---|---|---|---|
| Flagstar Bank | SVP, Regulatory Compliance and Privacy | circa 2023–2024 (over a year) | Led regulatory compliance and privacy function at a large regional bank . |
| Signature Bank | Various Compliance and Legal Roles including SVP, Chief Privacy & Regulatory Compliance Officer; SVP, Co-General Counsel and Assistant Corporate Secretary | 2007–2023 | Senior compliance and legal leadership; corporate governance support via Assistant Corporate Secretary role . |
External Roles
- Not disclosed in company filings reviewed .
Fixed Compensation
- Individual base salary, target bonus, or 2024/2025 grant values for Judy Wu were not disclosed (she is not a Named Executive Officer in the 2025 proxy) .
- Company program context: base salaries for NEOs are reviewed annually and were adjusted effective April 1, 2024; for example, CEO and other NEO base salaries rose ~3% YoY, reflecting market and responsibilities .
Performance Compensation
Company incentive architecture (applies to NEOs and broadly informs executive incentives across the bank):
- Annual Incentive Plan (AIP): 85% “Corporate Factor” based on objective metrics; 15% “Discretionary Factor” based on qualitative initiatives; capital “gate” at 10.50% Consolidated Total Risk-Based Capital (below which AIP is zero) .
- Long-Term Incentive Plan (LTIP, 2024 cycle): 60% performance-vested restricted stock (PRSAs) earned on 3-year goals through 2026; 40% time-vested restricted stock (RSAs) vesting 33% per year; no upward discretion on RSAs .
2024 AIP – Metrics, Targets, and Actuals
| Metric | Weighting | Threshold | Target | Maximum | Actual Results | Weighted Result |
|---|---|---|---|---|---|---|
| Adjusted Non-Interest Expenses / Average Assets | 50.0% | 1.75% | 1.55% | 1.35% | 1.54% | 103.0% |
| Relative Asset Quality (Relative NPLs/Loans vs. peer group) | 12.5% | 25th pctile | 50th pctile | 75th pctile | 73rd pctile | 146.0% |
| Tier 1 (Common Equity Tier 1 shown in results) | 10.0% | 10.25% | 11.0% | 12.0% | 12.17% | 150.0% |
| CRE Concentration Ratio (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% | — | — | — | — | 123.7% |
- Discretionary Factor paid at 120% of target for 2024 based on technology progress, regulatory compliance, TSR performance, community reinvestment, and cybersecurity risk management .
- Result: NEO AIP payouts equated to 123.1% of target in 2024 (Corporate Factor 123.7% blended with Discretionary Factor 120%) .
- Note: Individual AIP targets by role are specified for NEOs; no specific target for the General Counsel is disclosed in the proxy .
2024 LTIP – Performance Cycle and Metrics
| PRSA Metric (2024–2026) | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Relative Deposit Franchise Quality among Metro NY/NJ banks (cost of total deposits and % non-interest-bearing) | 50% | 25th percentile | 50th percentile | 75th percentile |
| Consolidated CRE Concentration Ratio (measured at 12/31/2026) | 50% | 490% | 450% | 400% |
- PRSAs are earned based on actual performance at the end of the period; RSAs vest 33% annually over three years from grant .
- The plan emphasizes risk-aware balance sheet quality (deposits and CRE concentration) post-2023 regional bank stresses .
Equity Ownership & Alignment
- Anti-hedging/anti-pledging: Directors, officers and employees are prohibited from hedging, holding stock in margin accounts, or pledging shares as collateral, reducing misalignment and forced-selling risks .
- Insider trading windows: The company maintains predetermined window periods for trading by insiders .
- Clawback policy: Executive officers are subject to a clawback of incentive-based compensation received in the prior three completed fiscal years if a restatement is required, for amounts exceeding what would have been paid on restated results (pre-tax) .
- Stock ownership guidelines: Minimum holdings apply to Directors (5.0x annual cash retainer), CEO (3.0x base salary), and Other NEOs (1.5x base salary); unvested performance-based awards do not count; all must retain 100% of shares from vesting/exercise until compliant; all Directors and NEOs were compliant or within the 5-year compliance window as of 12/31/2024 .
- Individual ownership: The Security Ownership table lists directors and NEOs; Judy Wu is not individually listed (not an NEO), so her specific shareholdings are not disclosed in the proxy .
Employment Terms
- Appointment and role: Judy Wu joined as EVP and General Counsel in May 2024; she is identified as Corporate Secretary in 2025 proxy materials and company filings .
- Change-in-control (CIC) posture: Company-wide governance indicates no single-trigger CIC benefits; double-trigger is required; no tax gross-ups on CIC severance .
- Disclosed CIC agreements: Specific CIC employment agreements (3-year/2-year rolling) are disclosed for other executives (Fegan and Porzelt) with severance of 3x/2x base salary plus “Recent Bonus,” pro rata bonus, benefit contributions and 150% COBRA premia for the benefits period, subject to 280G cutback; such agreements are not disclosed for Wu .
- Offer letter/individual employment agreement: No individual employment or severance agreement terms for Judy Wu are disclosed in the filings reviewed .
- Capital markets and governance actions: In 2024, Dime amended and restated bylaws and completed a common stock follow-on offering; Wu signed related 8-Ks as EVP & GC, served as legal contact, and provided required legal opinions under the underwriting agreement (the offering also required lock-up agreements from directors and executive officers) .
Investment Implications
- Alignment: Anti-hedging/anti-pledging, clawback enforcement, and role-based trading windows reduce misalignment risks and potential forced sales; stock ownership guidelines for Directors/NEOs reinforce skin-in-the-game at the top of the house .
- Retention and severance risk: No disclosed CIC or severance agreement for Wu suggests lower guaranteed downside protections versus some peers (disclosed CIC agreements exist for select executives), which can modestly elevate retention risk but reduces parachute overhang; absence of single-trigger CIC and no tax gross-ups is shareholder-friendly .
- Incentive design: Corporate AIP/ LTIP metrics emphasize efficiency (Adj. NIE/Assets), capital/liquidity quality, and CRE concentration reduction, aligning legal/compliance leadership with risk-adjusted value creation priorities pertinent to a GC’s oversight purview; 2024 AIP paid 123.1% of target to NEOs, reflecting strong progress on balance sheet quality and efficiency .
- Execution indicators: Wu’s early tenure included active support of capital markets execution (follow-on offering) and governance updates (bylaws), indicating operational integration into disclosure, capital raising, and governance processes—relevant to risk management and regulatory posture during a period of industry scrutiny .