Flagstar Bank National Association

1. 1

   Election of eight directors to one-year terms

   ManagementBoard: FOR

   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.

2. 2

   Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for 2026

   ManagementBoard: FOR

   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.

3. 3

   Advisory vote on approval of compensation of the Bank’s named executive officers (Say-on-Pay

   ManagementBoard: FOR

   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.

   More detail

   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.

4. 4

   Approval of an Amendment to the Flagstar Bank, N.A., 2020 Omnibus Incentive Plan

   ManagementBoard: FOR

   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.

   More detail

   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.

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When is the Flagstar Bank National Association 2026 annual meeting?

Flagstar Bank National Association (FLG) holds its 2026 annual shareholder meeting on Tuesday, June 9, 2026.

What is the record date for the Flagstar Bank National Association 2026 meeting?

The record date for the Flagstar Bank National Association 2026 meeting is Friday, April 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Flagstar Bank National Association's 2026 meeting?

The board is presenting 8 director nominees at the Flagstar Bank National Association 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Flagstar Bank National Association 2026 meeting?

Shareholders will vote on 4 proposals at the Flagstar Bank National Association 2026 meeting, each tagged with who proposed it and the board's recommendation.