NEW YORK COMMUNITY BANCORP, INC. appointed Joseph Otting as new CEO

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


The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. 

Resignation of Directors 

In connection with the completion of the Investment, Thomas Cangemi, James Carpenter, Leslie Dunn, Lawrence Rosano Jr, Ronald Rosenfeld and Robert Wann (the "Resigning Directors") resigned as members of the NYCB Board, effective as of March 11, 2024. The resignations of the Resigning Directors were not the result, in whole or in part, of any disagreement with NYCB or NYCB's management relating to NYCB's operations, policies or practices. 

In connection with the Investment, on March 7, 2024, David Treadwell gave notice to NYCB of his intention to resign as a member of the NYCB Board, effective upon the qualification of his successor. Mr. Treadwell continues to serve as a member of the NYCB Board and will do so until a successor is qualified as a member of the NYCB Board. The resignation of Mr. Treadwell was not the result, in whole or in part, of any disagreement with NYCB or NYCB's management relating to NYCB's operations, policies or practices. 

In connection with the Investment, on March 7, 2024, Lawrence Savarese gave notice to NYCB of his intention to resign as a member of the NYCB Board, effective immediately following the filing of NYCB's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Form 10-K"). Mr. Savarese continues to serve as a member of the NYCB Board and will do so until the 2023 Form 10-K is filed. The resignation of Mr. Savarese was not the result, in whole or in part, of any disagreement with NYCB or NYCB's management relating to NYCB's operations, policies or practices. 

Continued Service of Directors 

The six directors of NYCB as of immediately prior to the completion of the Investment that continue to serve on the Board are as follows: Alessandro P. DiNello, Marshall J. Lux, Larry J. Savarese, Peter Schoels, David L. Treadwell and Jennifer R. Whip. As noted above, Messrs. Savarese and Treadwell provided notice of an intent to resign subject to certain events. 

Newly Appointed Directors 

In connection with the completion of the Investment, Former Treasury Secretary Steven Mnuchin, Joseph Otting, Milton Berlinski, and Allen Puwalski (the "New Directors") were appointed to the NYCB Board, effective March 11, 2024. The New Directors were appointed to the NYCB Board to fill the vacancies resulting from the resignations of the Resigning Directors, and the size of NYCB Board was set at ten directors. The NYCB Board continues to be divided into three classes, with Mr. Mnuchin and Mr. Otting appointed to the term of the NYCB Board that expires at the 2026 annual meeting of stockholders, Mr. Allen Puwalski appointed to the term of the NYCB Board that expires at the 2025 annual meeting of stockholders and Mr. Berlinski appointed to the term of the NYCB Board that expires at the 2024 annual meeting of stockholders. 


Mr. DiNello will remain the Executive Chairman of the NYCB Board until April 1, 2024. Mr. Mnuchin was appointed to the newly created position of Lead Independent Director of the NYCB Board. 

Board Committee Assignments 

In connection with the completion of the Investment, the membership of committees of the NYCB Board have been reconstituted as follows: 


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Audit Committee: Mr. Savarese (Chair), Mr. Lux, Mr. Puwalski, Ms. Whip 


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Compensation Committee: Mr. Berlinski (Chair), Mr. Mnuchin, Mr. Puwalski, Mr. Schoels 


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Executive Committee: Mr. DiNello (Chair), Mr. Mnuchin, Mr. Otting 


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Nominating and Corporate Governance Committee: Mr. Mnuchin (Chair), Mr. Berlinski, Mr. Schoels, Ms. Whip 


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Risk Assessment Committee: Mr. Puwalski (Chair), Mr. Lux, Mr. Treadwell, Ms. Whip 


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Technology Committee: Mr. Lux (Chair), Mr. DiNello, Mr. Otting, Ms. Whip 


Appointment of Joseph Otting as President and Chief Executive Officer 

Pursuant to the terms of the Employment Agreement Term Sheet between the Company and Joseph Otting, filed as Exhibit 10.1 to the Form 8-K filed on March 8, 2024 with the SEC (the "Otting Term Sheet"), Joseph Otting will assume the role of President and Chief Executive Officer of the Company as of April 1, 2024. The disclosure under Item 5.02 thereto, as well as the Otting Term Sheet, is incorporated by reference hereto. 

Joseph M. Otting, age 66, is an American businessman and government official. He served as the 31st Comptroller of the Currency from November 2017 to 2020, and has since served as Lead Director and Chairman of the Audit Committee for Black Knight, Inc. from June 2020 until September 2023, as Chairman of the Board of Directors of Andalusian Credit Company, LLC since August 2023, on the Board of Directors and as Chair of the Audit and Risk Committee for Blockchain.com since November 2022, and on the Board of Directors to Talino Ventures since August 2022. In the nonprofit space, he has served on the Governing Board of Operation Hope since September 2020 and a director on OASIS Center International's board since October 2023. 

Prior to becoming Comptroller of the Currency, Mr. Otting was an executive in the banking industry. He served as President of CIT Bank and Co-President of CIT Group from August 2015 to December 2015. Mr. Otting previously was President, Chief Executive Officer, and a member of the Board of Directors of OneWest Bank, N.A. Prior to joining OneWest Bank, he served as Vice Chairman of U.S. Bancorp, where he managed the Commercial Banking Group and served on the Bancorp's executive management committee. He also served as a member of U.S. Bank's main subsidiary banks' Board of Directors. From 1994 to 2001, Mr. Otting was with Union Bank of California, where he was Executive Vice President and Group Head of Commercial Banking. Before joining Union Bank, he was with Bank of America and held positions in branch management, preferred banking, and commercial lending. Mr. Otting has played significant roles in charitable and community development organizations. He has served as a board member for the California Chamber of Commerce, the Killebrew-Thompson Memorial foundation, the Associated Oregon Industries, the Oregon Business Council, the Portland Business Alliance, the Minnesota Chamber of Commerce, and Blue Cross Blue Shield of Oregon. He was also a member of the Financial Services Roundtable, the Los Angeles Chamber of Commerce, and the Board and Executive Committee of the Los Angeles Economic Development Corporation. 

Mr. Otting holds a bachelor of arts in management from the University of Northern Iowa and is a graduate of the School of Credit and Financial Management, which was held at Dartmouth College in Hanover, New Hampshire. 

Non-Participation of Directors and Officers in the Investment 

No directors or officers of NYCB prior to the Closing gave consideration for, received shares pursuant to, or participated in any compensatory manner in the Investment.