Matthew Lindenbaum
About Matthew A. Lindenbaum
Independent director of Dime Community Bancshares, Inc. (DCOM), age 62, serving since 2018. Principal, Managing Member and Portfolio Manager of Basswood Capital Management, LLC; previously Vice Chairman and director of Community National Bank (2005–2015) and director of Hudson Valley Holding Corp (2014–2015). Current committee assignment: Compensation & Human Resources Committee member; Board determined he is independent (all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community National Bank | Vice Chairman; Director | 2005–2015 | Investor/operator experience in community banks cited by DCOM Board |
| Hudson Valley Holding Corp | Director | 2014–2015 | Board service cited by DCOM Board |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Basswood Capital Management, LLC | Principal, Managing Member & Portfolio Manager | Current |
Board Governance
- Committee assignments (2024): Compensation & Human Resources Committee (members: Chen – Chair, Aguggia, Lindenbaum; all independent); Audit and Corporate Governance committees entirely independent; Board met 10 times in 2024 .
- Independence: Board determined 10 of 11 directors are independent; CEO (Lubow) is not independent; Chairman and CEO roles are separated to enhance oversight .
- Attendance: All directors attended the May 23, 2024 Annual Meeting; in 2022 no director attended fewer than 75% of Board/committee meetings .
- Governance mechanics: Corporate Governance Committee reviews and approves related-party transactions; Board uses majority voting standard in uncontested elections (bylaw amended in response to shareholder feedback) .
Fixed Compensation
Director pay structure (2024):
| Component | Amount/Structure |
|---|---|
| Non-employee director annual retainer | $130,000; paid 55% cash / 45% common stock; restricted stock vests one year after grant |
| Chairman of the Board retainer | +$60,000 (in addition to director retainer) |
| Committee chair retainers | Audit/Comp/Enterprise Risk: +$25,000; Corporate Governance: +$15,000 |
| Directors’ Stock Purchase Program (DSPP) | Optional conversion of cash retainers to stock at market price; elections annual; in 2024 Germano and Perry participated |
Matthew A. Lindenbaum – Director compensation (FY2024):
| Name | Fees Earned or Paid in Cash | Stock Awards (Restricted Stock) | Total |
|---|---|---|---|
| Matthew A. Lindenbaum | $71,500 | $58,500 (2,227 shares granted Jan 1, 2024) | $130,000 |
Performance Compensation
Director-specific: No performance-based pay disclosed for non-employee directors; equity is time-vested restricted stock (one-year vest). For Compensation Committee oversight context, DCOM’s 2024 AIP metrics (apply to NEOs) are below, as these inform incentive design under Lindenbaum’s committee:
Company 2024 AIP Corporate Factor metrics (85% weight):
| Metric | Weight | Threshold | Target | Maximum | Actual (FY2024) |
|---|---|---|---|---|---|
| Adjusted Non-Interest Expenses / Average Assets | 50.0% | 1.75% | 1.55% | 1.35% | 1.54% |
| Relative Asset Quality (NPLs/Loans vs Peer Percentile) | 12.5% | 25th | 50th | 75th | 73rd percentile |
| Tier 1 Risk-Based Capital Ratio | 10.0% | 10.25% | 11.0% | 12.0% | 12.17% |
| CRE Concentration Ratio (Consolidated) | 15.0% | 550% | 510% | 470% | 447% |
| Loan-to-Deposit Ratio | 12.5% | 105.0% | 97.5% | 90.0% | 93.0% |
Company 2024 AIP Discretionary Factor (15% weight) summary:
- Deposits/customer growth from new hires (7.5%); Other discretion (7.5%) including technology, compliance, TSR (DCOM TSR 18.5% in 2024; peer median 12.5%), CRA, cybersecurity; discretionary payouts approved at 120% of Target .
Long-term incentive plan (LTIP) design (NEOs; committee oversight): 60% performance-vested vs 40% time-vested; PRSA metrics for 2024–2026 are Relative Deposit Franchise Quality (Metro NY/NJ banks) and Consolidated CRE Concentration reduction .
Other Directorships & Interlocks
| Company/Entity | Relationship to DCOM | Interlock Notes |
|---|---|---|
| Basswood Capital Management, LLC | Beneficial owner group with Lindenbaum; 4.7% of DCOM outstanding shares; Lindenbaum is Principal Managing Member & Portfolio Manager | No compensation committee “interlocks” disclosed by DCOM in 2024; current comp committee members are independent and none are DCOM officers |
| Community National Bank; Hudson Valley Holding Corp | Prior board roles (not current interlocks) | Historical directorships noted by DCOM |
Expertise & Qualifications
- Experienced investor in community banks; prior directorships and vice chair role referenced by DCOM as valuable attributes for Board service .
- Current role at Basswood provides capital markets and investor perspective aligned with banking sector oversight .
Equity Ownership
| Holder | Nature of Beneficial Ownership | Shares | % of Outstanding | Notes |
|---|---|---|---|---|
| Matthew A. Lindenbaum (incl. Basswood Capital Management, LLC group) | Common Stock (beneficially owned collectively with Basswood and Bennett Lindenbaum); includes 1,848 time-vested restricted shares over which Lindenbaum has voting power | 2,058,143 | 4.7% | “Group” under Schedule 13F/13D; Board prohibits pledging and hedging of Company securities |
| Stock ownership guidelines | Directors must hold 5.0x annual cash retainer; compliance reviewed annually; as of Dec 31, 2024 all directors and NEOs in compliance or within the phase-in period | Policy level (no individual breakdown disclosed) | — | Updated March 2025; performance-conditioned shares do not count toward guideline until vest |
Policies relevant to ownership/conflicts:
- Anti-pledging and anti-hedging policies apply to directors and officers .
- Corporate Governance Committee reviews and approves related-party transactions .
Governance Assessment
- Strengths: Lindenbaum is independent and serves on an all-independent Compensation Committee; Board separation of Chairman/CEO; 10 of 11 directors independent; majority voting standard adopted; robust anti-pledging/anti-hedging and stock ownership guidelines; all directors attended 2024 Annual Meeting; Board met 10 times in 2024; say-on-pay support improved to 81% in 2024 for FY2023 NEO compensation .
- Alignment: Significant personal/affiliated ownership (4.7%) aligns incentives with shareholders; director equity paid in common stock; guidelines enforce meaningful “skin in the game” .
- Potential conflicts/RED FLAGS to monitor:
- Large shareholder-director on Compensation Committee (Basswood/Lindenbaum 4.7%) may elevate perceived influence; mitigants include committee independence, use of independent consultants (Pay Governance), and governance committee oversight of related-party matters .
- Related-party lending: DCOM disclosed two residential mortgage loans to directors and one CRE loan to an entity controlled by a director; made at market terms under banking regs; individuals not identified—ongoing review warranted by Corporate Governance Committee .
- Shareholder responsiveness: Board adopted majority voting for uncontested director elections after feedback; ongoing annual reviews of director compensation; program unchanged since 2021 except chair retainer adjustments; pay mix remains 55% cash / 45% stock, consistent with peers .