NEW YORK COMMUNITY BANCORP INC appointed Mr. Alessandro (Sandro) DiNello as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

President and Chief Executive Officer 

On February 23, 2024, Mr. Thomas R. Cangemi notified New York Community Bancorp, Inc. (the "Company" or "NYCB") of his resignation as (a) the President and Chief Executive Officer and (b) an employee of the Company and Flagstar Bank, N.A., a wholly owned subsidiary of the Company (the "Bank"), effective immediately. Such decision was not the result, in whole or in part, of any disagreement with the Company on any matters relating to the Company's operations, policies or practices. Mr. Cangemi remains a member of the Board of Directors of the Company (the "Board") and the Board of Directors of the Bank (the "Bank Board"). 

On February 25, 2024, the Board and the Bank Board appointed Mr. Alessandro (Sandro) DiNello, age 69 and the Executive Chairman of the Board and the Bank Board, to the offices of President and Chief Executive Officer of the Company and the Bank, which appointment became effective on February 29, 2024. Mr. DiNello will continue to serve as the Executive Chairman of the Board and the Bank Board. Biographical and other information about Mr. DiNello can be found in the section of the definitive proxy statement on Schedule 14A, filed by NYCB with the Securities and Exchange Commission (the "SEC") on April 21, 2023, titled "Director Qualifications and Business Experience," which is incorporated herein by reference. Mr. DiNello will initially receive no additional cash or equity-based compensation for these new roles; Mr. DiNello's compensation for such new roles is expected be determined by the Compensation Committee of the Board and the Bank Board at a later date. 

Directors 

On February 25, 2024, Mr. Hanif (Wally) Dahya notified the Company of his resignation as (a) Presiding Director of the Board and (b) a member of the Board and the Bank Board, effective immediately. In connection with his resignation, Mr. Dahya noted that he did not support the proposed appointment of Mr. DiNello as President and Chief Executive Officer of the Company. Mr. Dahya's resignation letter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Mr. Dahya had been serving as the Presiding Director of the Board and the Chair of the Nominating and Corporate Governance Committee of the Board and the Bank Board (the "Nominating and Corporate Governance Committees"). 


On February 26, 2024, the Board appointed Mr. Marshall Lux, a member of the Board and the Bank Board, to the roles of Presiding Director of the Board and Chair of the Nominating and Corporate Governance Committees, effective immediately.