Independent
Tenure on this board
2.2 yrs
8 nominees · 4 ballot items.
Shareholders will vote to elect eight directors, ratify KPMG LLP as the independent registered public accounting firm for 2026, cast a non-binding advisory vote on named executive officer compensation (say-on-pay), and approve an amendment to increase the Flagstar Bank, N.A. 2020 Omnibus Incentive Plan share reserve by 12 million shares.
Elect eight nominees (Milton Berlinski, Alan Frank, Marshall Lux, Eli H. Miller, Steven T. Mnuchin, Joseph M. Otting, Allen C. Puwalski and Jennifer R. Whip) to the Bank’s Board for one-year terms.
Ratify the Audit Committee’s appointment of KPMG LLP as the Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation paid to the Bank’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This proposal asks shareholders to cast a non-binding, advisory vote approving the Bank’s disclosed named executive officer (NEO) compensation. Management seeks endorsement to affirm its pay-for-performance framework that ties substantial compensation to variable, performance-based pay (both short-term cash incentives and long-term equity), and to demonstrate shareholder support for the Compensation Committee’s design choices and outcomes. Contextually, Flagstar returned to profitability in Q4 2025 after prior losses and executed a strategic rebalancing of its loan portfolio; the Compensation Committee funded CEO annual incentive at 150% of target for 2025 and awarded limited 2025 long-term equity grants, building on sizable option awards granted in 2024 intended to provide multiyear alignment and retention. The Board emphasizes governance controls — independent committee oversight, an independent compensation consultant, recoupment/clawback provisions, anti-hedging/anti-pledging rules, stock ownership guidelines, and incentive risk reviews — to mitigate excessive risk-taking. Management frames the program as aligning executives’ interests with shareholders through a balanced mix of cash and equity and through performance scorecards tied to financial, risk and strategic objectives. Because the vote is advisory, it does not change compensation contracts directly but provides important shareholder feedback that the Compensation Committee will consider when setting future compensation. Investors should weigh the Bank’s recent operational improvement and explicit risk controls against prior large option grants (2024) and the dilution/timing effects of equity awards when judging the soundness of current pay practices. The Board recommends a vote FOR to affirm that the program appropriately rewarded leadership for stabilization and progress, while preserving flexibility to recalibrate design and levels in response to future performance and shareholder feedback.
Approve an amendment to the 2020 Omnibus Incentive Plan to increase the shares reserved for issuance by 12,000,000 shares (the only modification), expanding the total reserve to support future equity awards.
This proposal asks shareholders to approve a single, discrete amendment to the Bank’s 2020 Omnibus Incentive Plan to increase the plan’s share reserve by 12 million shares, with no other material changes proposed. Management is seeking shareholder approval to ensure the Bank can continue to grant equity-based awards—restricted stock units, performance-based awards, and other full-value awards—used to attract, retain and incent executives and key employees as the franchise executes its turnaround and strategic plan. The Board justifies the request by referencing historic usage, projecting the additional shares will support awards for roughly three years under expected grant practices, while acknowledging the actual runway will depend on stock price, hiring, award mix, forfeiture rates and other variables. The filing explicitly describes structural protections and market-aligned practices intended to limit dilution and misuse: no evergreen mechanics, minimum one-year vesting for awards (with limited exceptions), prohibition on repricing without shareholder approval, double-trigger change-in-control vesting for awards not replaced in a transaction, director annual equity limits, and clawback provisions consistent with Bank policy. From a governance perspective, the plan is administered by the independent Compensation Committee and the Bank discloses share-counting practices that avoid share recycling for option exercises or tax-withholding. Investors should weigh the incremental dilution—the filing estimates the 12 million additional shares represent about a 2.6% increase of fully diluted potential shares—against the Bank’s need to secure leadership and implement its strategic objectives following its recovery efforts. The Board contends that the requested reserve increase is consistent with peer practice (supported by disclosed burn-rate and overhang metrics) and is necessary to preserve the Compensation Committee’s ability to grant meaningful multiyear incentives without resorting to cash-only alternatives. A vote FOR supports management’s view that equity remains a critical retention and alignment tool during a multi-year recovery; a vote AGAINST would require the Board to pursue alternate non-equity compensation approaches or more frequent requests for shareholder approval, with potential consequences for executive retention and cost structure.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Liberty 77 Capital L.P. | 17.99% | 74,999,994 | $988M |
| 2 | REVERENCE CAPITAL PARTNERS, L.P. | 8.63% | 35,981,113 | $474M |
| 3 | Hudson Bay Capital Management LP | 8.32% | 34,689,439 | $457M |
| 4 | BlackRock, Inc. | 5.42% | 22,571,939 | $297M |
| 5 | STATE STREET CORP | 3.99% | 16,610,541 | $219M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.75% | 15,644,805 | $206M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.49% | 14,534,687 | $191M |
| 8 | T. Rowe Price Investment Management, Inc. | 3.03% | 12,637,576 | $166M |
| 9 | BlackRock, Inc. | 2.48% | 10,337,908 | $136M |
| 10 | ALLIANCEBERNSTEIN L.P. | 1.79% | 7,474,013 | $94M |
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