DIME COMMUNITY BANCSHARES INC (DCOM)
Sector: Financials
2026 Annual Meeting Analysis
DIME COMMUNITY BANCSHARES INC · Meeting: May 28, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of eleven nominees for Directors for terms to expire at the 2027 Annual Meeting of Shareholders
Mahon has served since 2021; DCOM's 3-year total return of 89.1% outperforms the peer group median by +32.0pp, well below the 65pp trigger threshold required to vote against, and no overboarding, attendance, or independence concerns are present.
Aguggia has served since September 2022; DCOM's strong stock performance clears the peer-group benchmark by a wide margin, no overboarding or attendance issues are flagged, and he brings deep financial services legal expertise to the board.
Chen has served since 2021; the TSR trigger does not apply given DCOM's +32pp outperformance versus peers over 3 years, she chairs the Compensation Committee as an independent director, and her human capital and governance background is relevant.
Germano joined in September 2023, meaning she has served just over 24 months and falls outside the exemption window but her tenure covers less than the full 3-year measurement period; the TSR trigger does not fire regardless given DCOM's outperformance, and her cybersecurity and regulatory expertise is valuable.
Lindenbaum has served since 2018; DCOM's 3-year TSR outperforms the peer median by +32pp, well below the 65pp trigger, no overboarding concerns are present, and his community banking investment expertise is directly relevant.
Lubow is the CEO-director and joined the board in 2023; DCOM's 3-year TSR of 89.1% outperforms the peer median by +32pp, which is well below the 65pp underperformance threshold needed to trigger a vote against, so no TSR concern applies to him as a director independent of the Say on Pay analysis.
McCoy has served since 2008; the TSR trigger does not apply given DCOM's strong outperformance versus peers, he serves on the Audit Committee as an independent director, and his real estate and local market knowledge is relevant to the bank's business.
Nielsen has served since 2013; DCOM's 3-year TSR clears the peer benchmark by +32pp, no overboarding or attendance issues exist, and his extensive banking executive and board experience is highly relevant.
Perry has served since 2021 and is designated the Audit Committee Financial Expert, satisfying the SEC requirement for financial expertise; DCOM's 3-year TSR outperforms peers by +32pp and no other concerns are flagged.
Stein has served since 2021; DCOM's 3-year TSR outperforms the peer median by +32pp, well below the 65pp trigger, and his 30+ years in banking and finance provide relevant expertise to the board.
Suskind has served since 2002 and chairs the Audit Committee; DCOM's 3-year TSR outperforms the peer median by +32pp, no overboarding threshold is breached, and his Goldman Sachs investment banking background supports financial oversight.
All eleven director nominees receive a FOR vote. DCOM's 3-year total return of 89.1% outperforms the peer group median by +32.0 percentage points — well below the 65pp threshold required to trigger an against vote for a company with strong positive absolute returns. No director has attendance below 75%, overboarding concerns, independence issues on key committees, or familial conflicts. The board discloses a skills matrix and has an identified Audit Committee Financial Expert.
Say on Pay
✓ FORCEO
Stuart H. Lubow
Total Comp
$4,108,525
Prior Support
76.5%%
CEO total compensation of approximately $4.1 million is reasonable for a $1.6 billion market cap community bank and does not appear materially above the benchmark for a CEO at this company size and sector. The pay structure is well-designed: 60% of long-term equity awards are performance-based stock awards with measurable multi-year goals, variable pay well exceeds 50% of total compensation, a meaningful clawback policy is in place, and the prior year's shareholder advisory vote came in at 76.5% — above the 70% threshold that would require a response. DCOM's total return of 89.1% over three years outperforms the peer median by +32 percentage points, demonstrating that above-target incentive payouts are supported by strong shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
$971,038
Non-Audit Fees
$31,500
Non-audit fees of $31,500 represent only about 3.2% of audit fees of $971,038, far below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the filing so no tenure trigger can be confirmed; and Crowe LLP is a large national firm appropriate for a $1.6 billion market cap bank.
Overall Assessment
The 2026 Dime Community Bancshares annual meeting presents a clean ballot: all eleven director nominees receive a FOR vote based on DCOM's strong 3-year total return of 89.1% that outperforms the community bank peer group by +32 percentage points; auditor Crowe LLP passes easily with a non-audit fee ratio of only 3.2%; and the Say on Pay program earns support through a well-structured pay-for-performance design, above-70% prior-year shareholder approval, and compensation levels appropriate for the company's size. The only non-standard proposal is a routine corporate name change from 'Dime Community Bancshares' to 'Dime Commercial Bancshares,' which reflects the bank's completed transformation and has no governance impact.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing