Kevin Stein

About Kevin Stein

Kevin Stein, age 63, has served on Dime Community Bancshares’ Board since 2021 (previously a director of Legacy Dime since 2018). He is independent under Nasdaq standards, and currently chairs the Audit Committee. Stein’s background includes over 30 years in finance and banking and significant regulatory experience; he is Managing Director at Klaros Capital (since Jan 2024) and previously was CEO/director of EJF Acquisition Corp. (merged with Pagaya Technologies in 2023). He is the lead independent director of Onity Group, Inc.

Past Roles

External Roles

Board Governance

• Committees and membership for 2024: Stein is Audit Committee Chair; other standing committees are Compensation (Chair: Rosemarie Chen) and Corporate Governance (Chair: Paul M. Aguggia). All three are comprised solely of independent directors. The Board met 10 times in 2024.
• Independence: 10 of 11 board members are independent; Stein is independent per Nasdaq standards.
• Annual meeting attendance: All directors attended the May 23, 2024 Annual Meeting.
• Committee activity levels: Compensation Committee met 4 times in 2024; Corporate Governance Committee met 4 times.
• Audit oversight: Audit Committee (chaired by Stein) recommended inclusion of the 2024 audited financials in the 10-K and selected Crowe LLP for 2025, subject to shareholder ratification.

Fixed Compensation

Director compensation paid (FY2024):

Notes: Non-employee director compensation capped at $250,000 per year under the 2021 Equity Incentive Plan.

Performance Compensation

• Structure: Non-employee directors are paid via cash retainers and time-vested restricted stock (vesting one year after grant). No performance-conditioned equity (PSUs) or option awards are disclosed for directors; thus, no director-level performance metrics or targets apply.

Restricted stock grant detail (FY2024):

Other Directorships & Interlocks

• Other public company roles: Lead Independent Director, Onity Group, Inc.
• Interlocks: The company reports no compensation committee interlocks in 2024.

Expertise & Qualifications

• Finance and banking leadership (Barclays FIG MD, GreenPoint leadership) and regulatory expertise (FDIC Associate Director).
• SPAC/public company governance experience (CEO/director of EJF Acquisition Corp.; merger execution with Pagaya Technologies Ltd. in 2023).
• Current financial services investing/advisory role (Klaros Capital).

Equity Ownership

• Beneficial ownership: 29,419 shares of DCOM common stock; includes 2,203 time-vested restricted stock awards over which Stein has voting power; represents less than 1% of shares outstanding (43,657,135 as of Mar 20, 2025).
• Pledging/hedging: Directors are prohibited from pledging company stock as collateral and from engaging in hedging transactions (e.g., short sales, options, collars).
• Stock ownership guidelines: Directors must hold 5x annual cash retainer; unvested time-based restricted shares/RSUs count toward compliance. All directors and NEOs were compliant or within the 5-year window as of Dec 31, 2024.

Ownership detail:

Shareholder Voting Signal (2025 Election)

• Aggregated governance context: Ratification of Crowe LLP passed (37,932,959 For), and Say-on-Pay support was 25,344,352 For vs 7,625,329 Against (non-binding).

Related-Party Transactions & Conflicts

• The Bank permitted certain loans to insiders under a broad employee/director program: two residential mortgage loans to two directors, two to two executive officers, and one commercial real estate loan to an entity controlled by a director in 2024. All were ordinary-course, on substantially the same terms as for non-related parties (except for standard employee interest discount) and did not involve abnormal risk. Names were not disclosed.
• The Corporate Governance Committee reviews and approves all related-party transactions.

Potential conflict monitoring: While insider lending is permitted for an FDIC-insured bank under strict conditions, the existence of a CRE loan to a director-controlled entity warrants ongoing oversight by the Corporate Governance and Audit Committees to ensure terms remain arm’s length and risks are contained.

Governance Policies & Controls

• Clawback policy (updated July 2023) for incentive compensation in the event of accounting restatement; applies to executive officers.
• Insider Trading & Confidentiality Policy; trading windows; anti-hedging/anti-pledging enforcement.
• Independent Chairman and separated Chairman/CEO roles enhance oversight.
• Board and committees conduct annual self-assessments; ability to retain independent advisors.

Governance Assessment

• Strengths

  • Independent Audit Chair with deep banking/regulatory expertise; active oversight of auditor independence and financial reporting (recommended inclusion of audited 2024 financials; selected Crowe LLP for 2025).
  • Strong shareholder support for Stein’s 2025 re-election (32.6M For vs 0.58M Withheld), indicating investor confidence.
  • Alignment mechanisms: mandatory stock ownership (5x cash retainer), anti-pledging/anti-hedging, equity in director pay mix, and annual self-assessments.
  • No compensation committee interlocks disclosed for 2024.

• Watch items / potential risks

  • Related-party lending program: existence of loans to directors, including one CRE loan to a director-controlled entity (names undisclosed); continued arm’s-length verification advisable. RED FLAG (monitoring)
  • Concentration risk: As Audit Chair, continued scrutiny of auditor fees and non-audit services (2024 All Other Fees $241,906; Total $1,135,981) to guard against independence erosion.

Overall, Stein’s governance profile—independence, audit leadership, robust shareholder backing, and policy alignment—supports board effectiveness. Ongoing monitoring of insider lending and audit firm non-audit services is recommended to sustain investor confidence.