NEW YORK COMMUNITY BANCORP INC appointed new CEO

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

Employment Agreement Term Sheet with Joseph Otting 

On March 6, 2024, the Company entered into an Employment Agreement Term Sheet with Joseph Otting (the "Otting Term Sheet"), pursuant to which Mr. Otting became an employee of the Company as of March 6, 2024 and will assume the role of a member of the Company's board of directors as of March 11, 2024, and President and Chief Executive Officer of the Company as of April 1, 2024. The Otting Term Sheet provides that Mr. Otting's employment under the terms set forth in the Otting Term Sheet will continue until March 28, 2027 or an earlier termination of his employment. 

Mr. Otting will receive an annual base salary of $1,250,000. He will also be eligible to receive an annual cash bonus with a target amount of $2,250,000 and a maximum amount of $4,500,000. Effective as of March 6, 2024, Mr. Otting received a one-time stock option grant to acquire 15,000,000 shares of the Company's common stock, with an exercise price of $2.00 per share, subject to vesting in 12 equal quarterly installments commencing on March 6, 2024, subject to accelerated vesting upon a change in control of the Company, with any applicable taxes payable by way of a net settlement. 

Mr. Otting will be eligible to participate in the Company's benefit plans on the same basis as other senior executives of the Company. The Company will also pay for Mr. Otting's relocation costs and related expenses relating to his relocation to the New York City metropolitan area. 

The Otting Term Sheet includes post-employment restrictive covenants, including 12-month non-solicitation of customers and employees, 6-month non-competition related to direct competition with the Company's then-existing material businesses, perpetual confidentiality and mutual non-disparagement. 

Non-Executive Chairman Term Sheet with Alessandro DiNello 

On March 6, 2024, the Company entered into a Non-Executive Chairman Term Sheet with Alessandro (Sandro) DiNello (the "DiNello Term Sheet"), pursuant to which Mr. Dinello will continue to serve as the President and Chief Executive Officer of the Company and Executive Chairman of the Company's board of directors through April 1, 2024, at which time he will become the Non-Executive Chairman of the Board and will cease to serve as an employee or executive officer of the Company. 

The DiNello Term Sheet provides that he will receive a base salary of $500,000 per month while serving as Executive Chairman (commencing as of February 6, 2024), payable 50% in cash and 50% in restricted stock units relating to the Company's common stock, which will be subject to vesting on the first anniversary of the date of grant. Mr. DiNello will receive base compensation of $450,000 per year for his service as Non-Executive Chairman of the Board. 

Effective as of March 6, 2024, Mr. DiNello received a one-time stock option grant to acquire 4,000,000 shares of the Company's common stock, with an exercise price of $3.46 per share, along with a one-time restricted stock unit award covering 1,690,000 shares of the Company's common stock, and which will settle into the lesser of 1,690,000 shares of common stock or a number of shares that have an aggregate value of $5,840,000 on the settlement date. These options and restricted stock units are subject to vesting on the first anniversary of the date of grant. 

In addition, subject to the approval of the Company's board of directors, Mr. DiNello will serve as a consultant to the Company from April 1, 2024 through December 31, 2024, or such longer period as is agreed between Mr. DiNello and the Company, with base compensation of $450,000 per year and eligibility for an annual bonus. 

The DiNello Term Sheet provides that Mr. DiNello will continue to be subject to his existing restrictive covenants. 


The parties have agreed to timely negotiate and enter into definitive documentation reflecting the terms of the Otting Term Sheet and the DiNello Term Sheet and any applicable arrangements will be filed with a future periodic report. 

The foregoing summary of the Otting Term Sheet and the DiNello Term Sheet is qualified in its entirety by reference to the full text of the Otting Term Sheet and the DiNello Term Sheet, copies of which are attached hereto as Exhibits 10.1 and 10.2 hereto.