Michael Fegan
Senior Executive Vice President and Chief Technology & Operations Officer at Dime Community Bancshares, Inc. /NY/
Executive
About Michael Fegan
Michael J. Fegan, age 59, is Senior Executive Vice President and Chief Technology and Operations Officer at Dime Community Bank. He joined Legacy Dime as EVP & CTO in 2019 and was promoted to SEVP & CTOO in April 2023, overseeing enterprise technology, operations modernization, onboarding workflows, FX wire systems, fraud mitigation, and an ongoing migration of the disaster recovery site to Microsoft Azure Cloud targeted for completion in Q4 2025 . Company performance in 2024 included 18.5% total shareholder return (top quartile vs peer group) and net income of $26.1 million, with corporate-factor highlights in efficiency and balance sheet quality metrics used for incentive pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Investors Bank | Chief Information and Operations Officer | 2017–2019 | Led information and operations functions in a regional bank platform |
| Bank Leumi | Chief Operations and Technology Officer | 2013–2017 | Drove operations and technology modernization in U.S. subsidiary |
| Suffolk County National Bank | CIO & Head of Bank Operations | Prior to 2013 | Managed enterprise IT and operations for a community bank |
| Dime Community Bank (Legacy Dime) | EVP & Chief Technology Officer | 2019–Apr 2023 | Initiated modernization, promoted to SEVP/CTOO in Apr 2023 |
External Roles
No external public-company directorships disclosed for Fegan in the proxy (executive officer bios section) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $405,000 | $417,150 (effective Apr 1, 2024) |
| Target Annual Cash Incentive (% of salary) | 45% | 45% |
| Actual Annual Cash Incentive Paid ($) | $225,762 | $231,109 |
| Annual LTIP Target (% of salary) | 40% | 40% |
| All Other Compensation ($) | $40,226 | $45,340 |
| All Other Compensation – Detail | 401(k): $12,075; Dividends: $13,374; Auto: $8,400; Life Ins: $1,179; Other: $10,312 | 401(k): $12,075; Dividends: $13,374; Auto: $8,400; Life Ins: $1,179; Other: $10,312 |
| Perquisite policy | Car allowance $700/month | Car allowance $700/month |
Performance Compensation
Annual Incentive Plan (AIP) Structure and Payout
| Metric (Corporate Factor 85%) | Weight | Threshold | Target | Maximum | Actual (2024) |
|---|---|---|---|---|---|
| Adjusted Non-Interest Expense / Avg Assets | 50.0% | 1.75% | 1.55% | 1.35% | 1.54% |
| Relative Asset Quality (NPLs/Loans vs peers) | 12.5% | 25th pct | 50th pct | 75th pct | 73rd pct |
| Common Equity Tier 1 Ratio | 10.0% | 10.25% | 11.0% | 12.0% | 12.17% |
| CRE Concentration Ratio (Consolidated) | 15.0% | 550% | 510% | 470% | 447% |
| Loan-to-Deposit Ratio | 12.5% | 105% | 97.5% | 90% | 93% |
| AIP Element | 2023 | 2024 |
|---|---|---|
| AIP Target (% of salary) | 45% | 45% |
| Corporate Factor (85% weight) | N/A | 123.7% of target |
| Discretionary Factor (15% weight) | N/A | 120% of target (technology, compliance, TSR, CRA, cybersecurity) |
| Total AIP Payout ($) | $225,762 | $231,109 |
Notes:
- AIP gate: if Consolidated Total Risk-Based Capital <10.5%, payout zero; not triggered for 2024 .
- Discretionary items included technology rollouts, FX wire, fraud mitigation, Azure DR migration timeline, TSR (18.5%), CRA “Outstanding,” cybersecurity posture .
Long-Term Incentive Plan (LTIP) – Grants and Performance Metrics
| Grant Detail (3/31/2024) | Value / Shares |
|---|---|
| PRSA Grant (at Target, $) | $100,111 |
| PRSA Shares (Threshold/Target/Max) | 2,689 / 5,378 / 8,067 |
| Time-Vested RSA Shares | 3,586 |
| RSA Grant-Date Fair Value ($) | $66,744 |
| LTIP Mix | 60% PRSA / 40% RSA |
| PRSA Performance Metrics (2024–2026) | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Relative Deposit Franchise Quality (Metro NY/NJ banks) | 50% | 25th pct | 50th pct | 75th pct |
| Consolidated CRE Concentration Ratio | 50% | 490% | 450% | 400% |
Vesting schedules for Fegan’s outstanding awards:
- Time-based RSAs outstanding 8,667 shares: 2,756 vest 2/1/2025; 506 vest 3/31/2025; 1,819 vest evenly on 3/31/2025 and 3/31/2026; 3,586 vest 33% annually on 3/31/2025, 3/31/2026, 3/31/2027 .
- PRSAs unearned 20,324 shares: 854 potentially vest at 2024 target (upon satisfaction); 14,092 potentially vest at 2025 target; 5,378 potentially vest at 2026 target (all subject to metrics) .
Stock vested in 2024:
- Shares vested: 6,152; Value realized: $127,665 (closing price on vest dates) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Common) | 18,734 shares; <1% of outstanding |
| Time-Vested RS Awards with voting power | 5,911 shares included in beneficial ownership |
| Unvested Time-Based RSAs | 8,667 shares; market value $266,337 at $30.73 (12/31/2024) |
| Unearned PRSAs (performance-based) | 20,324 shares; market value $624,557 at $30.73 (12/31/2024) |
| Options | None outstanding (no options reported) |
| Pledging / Hedging | Prohibited for directors/officers/employees |
| Ownership Guidelines | NEOs: 1.5× base salary; compliance required within 5 years; unvested time-based RS count toward compliance; PRSAs do not |
| Compliance Status | As of 12/31/2024, all directors and NEOs were compliant or within 5-year window |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement type | Change-in-control employment agreement; 3-year term; daily renewal unless non-renewed ≥60 days prior |
| Severance (qualifying termination during employment period) | 3× (base salary + Recent Bonus) plus Pro Rata Bonus; continued contributions to qualified/excess DC plans for Benefits Period; 150% of monthly premiums for health/life insurance × Benefits Period; outplacement (ends by end of 2nd calendar year after termination); 280G cut-down to maximize after-tax outcome |
| Death/Disability | Pro rata most recent annual cash bonus (days/365) |
| Non-compete / Non-solicit | One year for employment agreements generally; following a change in control, between 6–24 months as mutually agreed; confidentiality and non-disparagement apply |
| Potential payments (illustrative as of 12/31/2024) | Involuntary termination after change in control: $2,167,561 (severance + benefits; excludes equity vesting listed separately) |
| Equity acceleration on certain events | Unvested RSUs/RSAs and PRSAs vest in certain events (time-based immediate; performance-based pro-rated at actual or target if not determinable) subject to 409A and plan terms |
Other arrangements:
- SERP (defined contribution component): registrant contribution $10,312 in 2024; aggregate balance $46,350 .
- Clawback policy compliant with SEC final rules; recoups incentive-based comp for restatements covering prior 3 fiscal years .
- LTIP amendment in July 2024 removed 12-month holding period for NEOs prospectively (reduces post-vest sale restrictions) .
- Defense of Tax Position Agreements (select execs, not specified for Fegan): reimburse defense costs for 4999 excise tax claims, no gross-up .
Performance & Track Record
- Technology execution in 2024: escrow platform; redesigned commercial onboarding; FX wire system; fraud mitigation enhancements; cloud migration underway to Azure DR by Q4 2025 .
- Shareholder returns: 2024 TSR 18.5% (top quartile within compensation peer group) .
- Corporate-factor outcomes supporting AIP: CET1 12.17%; CRE concentration reduced to 447%; L/D ratio 93%; expense efficiency at 1.54% adjusted non-interest expense/avg assets; asset quality at 73rd percentile vs peers .
- Net income used in pay-versus-performance disclosure: $26.1 million in 2024 .
Compensation Committee Analysis
- Committee members: Rosemarie Chen (Chair), Paul M. Aguggia, Matthew A. Lindenbaum — all independent .
- Independent consultant: Pay Governance; fees $55,800 in 2024; independence affirmed; supports pay design and disclosures .
- Peer group used for market comparisons (22 banks; asset size ~$8.75–$30B, median ~$14B; Northeast/Mid-Atlantic/Midwest; ≥40% commercial loans) .
- Pay mix emphasizes at-risk pay: 60% of LTIP in performance-based equity; double-trigger CIC; no hedging/pledging; no option repricing; no tax gross-ups .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval at 2024 meeting for 2023 NEO compensation: 81.0% .
- Governance enhancement: majority voting standard adopted for uncontested director elections .
Vesting Schedules and Insider Selling Pressure
| Upcoming Time-Based RSA Vests (as of 12/31/2024) | Shares | Date |
|---|---|---|
| Tranche 1 | 2,756 | Feb 1, 2025 |
| Tranche 2 | 506 | Mar 31, 2025 |
| Tranche 3 | 909.5 | Mar 31, 2025 (half of 1,819 split) |
| Tranche 4 | 909.5 | Mar 31, 2026 (second half of 1,819) |
| Tranche 5 | 1,195.3 | Mar 31, 2025 (33% of 3,586) |
| Tranche 6 | 1,195.3 | Mar 31, 2026 (next 33%) |
| Tranche 7 | 1,195.3 | Mar 31, 2027 (final 33%) |
Note: PRSAs vest on cliff dates subject to performance; 854 (2024), 14,092 (2025), and 5,378 (2026) at target levels, contingent on metric attainment .
Investment Implications
- Alignment: Significant unvested/unearned equity (8,667 time-based; 20,324 performance-based) ties Fegan’s upside to efficiency, deposit franchise quality, and CRE concentration targets; hedging/pledging prohibited; NEO ownership guideline at 1.5× salary fosters skin in the game .
- Retention risk: CIC agreement with 3× cash severance multiple plus benefits mitigates near-term departure risk; LTIP amendment removing 12-month holding period increases post-vest liquidity but overall vesting remains ratable/cliff over 2025–2027 .
- Trading signals: Multiple RSA tranches vest across 2025–2027; monitor Form 4 activity around February/March vest dates. 2024 TSR and capital/asset-quality metrics supported above-target AIP payouts, suggesting continued focus on balance sheet quality and cost control .
- Execution risk: PRSA attainment depends on relative deposit franchise quality vs a defined Metro NY/NJ peer set and continued CRE concentration reduction; underperformance could reduce realized equity value (e.g., 2022 LTIP paid at 30% of target due to ROATCE shortfall) .