Stuart Lubow
About Stuart Lubow
Stuart H. Lubow, age 67, is President and Chief Executive Officer of Dime Community Bancshares, Inc. and Dime Community Bank; he joined the Board in August 2023 and became the company’s Principal Executive Officer on August 31, 2023 . Under his tenure, 2024 total shareholder return was 18.5% versus a 12.5% peer median, with Company net income of $26.1 million and Adjusted ROATCE of 6% . The 2024 Annual Incentive Plan (AIP) paid out at 123.1% of target for the CEO, supported by improvements in expense efficiency, capital ratios, CRE concentration reduction, and loan-to-deposit ratio .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dime Community Bancshares (Legacy Dime) | President & Chief Operating Officer | 2017–2023 | Led operating integration pre/post Bridge Bancorp merger, positioned as PEO August 2023 |
| Community National Bank | Founder, Chairman, President & CEO | 2005–2015 | Built and exited CNB via sale to the Company in June 2015 |
| Community State Bank | Founder, President & CEO | Prior to CNB | Regional growth leadership (earlier tenure) |
| Garden State Bank | EVP & COO | Prior roles | Operations leadership at regional bank |
| Dollar Dry Dock Bank | COO | Prior roles | Senior operating leadership |
External Roles
No additional current public company directorships or committee roles for Mr. Lubow were disclosed in the proxy; he serves solely as a director of the Company alongside his CEO role .
Board Governance and Director Service
- Director since August 2023; not independent due to employment as CEO .
- Board committees (Audit, Compensation & HR, Corporate Governance) are comprised solely of independent directors; the Company maintains an independent Chairman (Kenneth J. Mahon), separating Chair and CEO roles to enhance oversight .
- All directors attended the May 23, 2024 Annual Meeting of Shareholders .
- Policies: majority voting in uncontested elections; annual director elections; minimum stock ownership requirements for directors and NEOs .
Dual-role implications: Lubow’s CEO+Director role is offset by an independent Chair and fully independent key committees, mitigating typical independence concerns .
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 700,000 | 500,000 | 216,845 | 3,234,682 |
| 2023 | 900,962 | — | 197,558 | 4,522,226 |
| 2024 | 996,375 | — | 224,590 | 3,546,605 |
Notes:
- 2024 base salaries were increased effective April 1, 2024 (CEO to $1,004,250) .
- Mr. Lubow’s employment agreement guarantees at least $700,000 base, 100% target cash bonus, 65% equity award (as % of base), and $100,000 annual cash allowance in lieu of perquisites .
Performance Compensation
AIP structure and results (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted Result |
|---|---|---|---|---|---|---|
| Adjusted Non-Interest Expenses / Avg Assets | 50.0% | 1.75% | 1.55% | 1.35% | 1.54% | 103.0% |
| Relative Asset Quality (NPLs/Loans vs peers) | 12.5% | 25th pct | 50th pct | 75th pct | 73rd pct | 146.0% |
| CET1 Ratio (Consolidated) | 10.0% | 10.25% | 11.0% | 12.0% | 12.17% | 150.0% |
| CRE Concentration Ratio (Consolidated) | 15.0% | 550% | 510% | 470% | 447% | 150.0% |
| Loan-to-Deposit Ratio | 12.5% | 105.0% | 97.5% | 90.0% | 93.0% | 130.0% |
| Total | 100.0% | — | — | — | — | 123.7% |
AIP payout (CEO, 2024):
| Target ($) | Corporate Factor (85% at 123.7%) ($) | Discretionary Factor (15% at 120%) ($) | Total AIP ($) | Total as % of Target |
|---|---|---|---|---|
| 1,004,250 | 1,055,620 | 180,765 | 1,236,385 | 123.1% |
Discretionary components emphasized deposit growth from newly hired teams (~$1.8B by YE 2024), technology/process enhancements, regulatory compliance, top-quartile TSR, outstanding CRA rating, and cyber resilience; Discretionary Factor determined at 120% of target .
LTIP structure (2024 grants)
| Component | Allocation | Performance Metrics | Grant Date | Target Shares/Value | Vesting |
|---|---|---|---|---|---|
| Performance-vested RSAs | 60% of LTIP | Consolidated CRE Concentration; Relative Deposit Franchise Quality among Metro NY/NJ banks (2024–2026) | 03/31/2024 | PRSA value $391,657 | Cliff at end of 2026 based on actuals |
| Time-vested RSAs | 40% of LTIP | — | 03/31/2024 | 14,027 shares; fair value $261,105 | Ratable over 3 years from grant |
Grant mechanics and ranges:
- Equity incentive PRSAs: threshold/target/maximum 10,520/21,040/31,560 units; time-vested RSAs: 14,027 shares; grant date fair value $391,657 for PRSAs, calculated at target .
- If PRSAs vest at maximum, CEO grant date value would be $587,486 .
Option awards: none disclosed for Mr. Lubow in 2022–2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 240,691 shares; less than 1% of outstanding; includes 20,890 time‑vested restricted shares with voting power |
| Stock ownership policy | CEO required to hold 3.0x annual base salary; all directors and NEOs compliant or within the 5-year phase-in as of 12/31/2024 |
| Pledging/hedging | Prohibited for directors and officers (no margin or pledging; no hedging derivatives) |
| Unvested time-vested awards (12/31/2024) | 30,074 shares; market value $924,174 at $30.73 close |
| Unearned performance awards (12/31/2024) | 110,494 shares; market/payout value $3,395,481 at $30.73 close (at target) |
| Upcoming vesting (time‑vested) | 9,184 on 02/01/2025; 1,755 on 03/31/2025; 5,108 split on 03/31/2025 & 03/31/2026; 14,027 ratable annually from 03/31/2024 |
| Upcoming vesting (performance) | 2,961 cliff in 2024; 86,493 cliff in 2025; 21,040 cliff in 2026 (all at target, subject to performance) |
| 2024 vesting realized | 18,778 shares vested; $390,860 value realized in 2024 |
Potential selling pressure windows: February/March annual vest dates and 2025 performance cliff tranche create identifiable supply overhangs if liquidity is needed, subject to trading windows and ownership guidelines .
Employment Terms
| Term | Lubow (CEO) |
|---|---|
| Contract term | 3 years, subject to daily renewal; 90-day notice for non-renewal |
| Base/bonus/equity minimums | ≥ $700,000 base; AIP target ≥ 100% of base; LTIP equity ≥ 65% of base; $100,000 cash allowance in lieu of perqs |
| Severance (non‑CIC) | Pro rata bonus; 3x (base + recent bonus); defined contribution plan contributions for 3 years; 150% of monthly benefit premiums × 36 months; outplacement (timing limits apply) |
| Severance (post‑CIC, double trigger) | Pro rata bonus; 3x (base + greater of target bonus in CIC year or 3-year average bonus); defined contribution contributions for Benefits Period; 150% of monthly benefit premiums × Benefits Period; outplacement |
| Equity acceleration (death/disability/CIC QTE) | Unvested RSUs/RSAs vest fully; performance awards vest pro‑rated at actual or, if undeterminable, at target; delivery accelerated per law/plan |
| Restrictive covenants | 1-year non‑compete and non‑solicit pre‑CIC termination; 6–24 months post‑CIC termination (mutual agreement) |
| 280G/4999 | Cutback (no tax gross‑up) to optimize after-tax outcome; Defense of Tax Position Agreements reimburse defense costs only (no tax/excise gross‑ups) |
| Clawback | Restatement-based clawback for 3 prior completed fiscal years (SEC/Dodd-Frank compliant) |
| SERP (defined benefit component) | Present value of accumulated benefit $1,515,451 (as of 12/31/2024); separate CNB SERP agreement with payments commenced in 2022 |
| SERP (401(k) component) | 2024 registrant contribution $65,070; aggregate balance $241,647; earnings $30,177 |
Multi-year CEO Compensation Mix
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 700,000 | 900,962 | 996,375 |
| Stock Awards ($) | 454,975 | 1,868,314 | 652,769 |
| AIP Cash ($) | 914,223 | 1,207,781 | 1,236,385 |
| Pension/SERP Change ($) | 448,639 | 347,611 | 436,486 |
| All Other ($) | 216,845 | 197,558 | 224,590 |
| Total ($) | 3,234,682 | 4,522,226 | 3,546,605 |
Compensation Structure Analysis
- Pay-for-performance calibration: 2024 AIP heavily weighted to expense efficiency and balance-sheet quality (85% Corporate Factor), with objective thresholds/targets and a capital gate; resulted in 123.7% Corporate Factor and 120% Discretionary Factor for CEO .
- Equity tilt: 60% performance-vested LTIP vs 40% time-vested, with multi-year metrics tied to CRE concentration and deposit franchise quality (sector-relevant risk/quality focus) .
- Governance safeguards: clawback policy, prohibition on pledging/hedging, no tax gross-ups, double-trigger CIC, majority voting .
- Peer benchmarking and say-on-pay: Peer group maintained for 2024 with median positioning; 81.0% say-on-pay approval at 2024 meeting .
Performance & Track Record
- Operational outcomes cited in compensation determinations: deposit teams hired in 2023–2024 grew portfolios to ~$1.8B by YE2024, aiding L/D ratio improvement and NIM expansion; technology and onboarding process enhancements; Azure disaster recovery migration on track for 4Q 2025 .
- Balance sheet strengthening in 2024: CET1 12.17%; CRE concentration reduced to 447%; L/D ratio improved to 93%; expense efficiency at 1.54% adj. non-interest expense/avg assets .
- Shareholder alignment: 2024 TSR 18.5% vs peer median 12.5% .
Compensation Committee Analysis
- Committee membership: Chen (Chair), Aguggia, Lindenbaum; all independent; met 4 times in 2024; retains independent consultant; committee charter available on investor website .
- Peer group methodology: asset size, geography, commercial loan mix; Company asset size ($14.3B) at peer median in 2024; updated peer list of 22 companies .
- Philosophy: competitive target pay, significant at-risk components aligned to prudent banking performance; risk assessment found no excessive risk taking .
Equity Ownership & Director Compensation
- Directors and NEOs have minimum ownership requirements; CEO multiple is 3x salary .
- CEO receives no incremental compensation for board service (director fees paid only to non-employee directors) .
Investment Implications
- Alignment: Strong governance guardrails (no pledging/hedging, clawback, double trigger) and ownership requirements support investor alignment; CEO beneficial ownership and substantial unvested equity create retention incentives .
- Near-term trading signals: Time-vested tranches vest in February/March annually and a sizable 2025 performance cliff tranche exists; monitor Form 4 activity around these vest dates under trading windows and ownership retention rules .
- Risk/return focus: AIP and LTIP metrics target balance-sheet strength and franchise quality rather than pure growth, which may temper earnings leverage but reduce tail risks; 2024 payouts are supported by improved capital/quality metrics and above-peer TSR .
- Change-in-control economics: 3x base+bonus with equity acceleration under double trigger can be meaningful; 280G cutback (no gross-up) limits excess payout risk; non-compete/nonsolicit provisions reduce transition risk .
- SERP and deferred balances: Defined benefit SERP present value (~$1.5M) and 401(k) SERP balances add to retention value; monitor incremental pension value changes for optics on “fixed” versus “at-risk” pay .