FLAGSTAR BANK, NATIONAL ASSOCIATION FLG

24% shingled-prose overlap between the two filings.

2025: 200,000 chars · 2026: 174,236 chars

• Committee Report:55% overlap (725 → 703 chars)
• Say-on-Pay proposal:0% overlap (849 → 464 chars)

• newon the Bank’s executive compensation program.
• changedThe Compensation Committee has reviewed the Compensation Discussion and Analysiswithmanagement.
• newAnalysis with management.
• changedBased on this review and the Committee’s discussions, the Compensation Committee recommended to theBoardthatthe CompensationDiscussionandAnalysisbeincludedinthisproxystatement.
• newBoard that the Compensation Discussion and Analysis be included in this proxy statement.
• new28
• newPROXY STATEMENT SUMMARYCORPORATE GOVERNANCEEXECUTIVE COMPENSATIONPROPOSALS TO BE VOTED ONINFORMATION ABOUT OUR ANNUAL MEETING AND SOLICITATION OF PROXIESADDITIONAL INFORMATION
• newIII.
• newSummary Compensation Table
• newThe following information is provided for the Bank’s principal executive officer, principal financial officer, and the next three highest
• newcompensated executive officers of the Bank (the “named executive officers” or “NEOs”) for the 2025 fiscal year.
• newNAME AND PRINCIPAL POSITIONYEAR SALARY($)BONUS(1)($)STOCK AWARDS(2)($)STOCK OPTIONS($)NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($)ALL OTHER COMPENSATION(4)($)TOTALCOMPENSATION($)Joseph M.
• newOttingExecutive Chairman, President and CEO20251,250,000—3,000,000—3,375,00030,5007,655,5002024918,269——31,500,0002,250,000148,80334,817,072Lee.
• newSmithSenior EVP/ Chief Financial Officer2025700,000———1,050,00043,3091,793,3092024772,692—1,000,0004,560,000700,00044,1637,076,8552023900,000—1,125,006——562,9852,587,991Bao NguyenSenior EVP/General Counsel and Chief of Staff2025700,000690,000600,000—1,050,000135,4283,175,4282024449,615125,000—4,560,000700,00013,8005,848,415Kris GagnonSenior EVP/ Chief Credit Officer2025700,000—600,000—770,00010,0122,080,012George BuchananSenior EVP/Chief Risk Officer2025625,000—750,000—625,00015,1222,015,122
• new(1)Represents one time cash awards used for situations such as retention, sign-on, etc.
• changed(2)Represents (3)Representsthe grant date fair value of restricted stock unit awards under the Bank’s Company’s2020 Omnibus Incentive Plan computed in accordance with FASB ASCTopic718.
• newASC Topic 718.
• changedThe methodology and the assumptions used in the calculation of these amounts are included in Note 14, “Stock Based Compensation,” ofourconsolidatedfinancialstatementsfiledwiththeSECinour2024Form10-K.
• newof our consolidated financial statements filed with the SEC in our 2024 Form 10-K.
• changed(3)Represents (5)Representsa cash award under the Bank’s 2025 Company’s2024annual incentive plan.
• newFor additional information concerning the 2025 plan, see Compensation
• changedForadditionalinformationconcerningthe2024plan,seeCompensationDiscussion and Analysis and the 2025 2024Grants of Plan-Based Awards table below.
• changed(4)The (6)Thefollowing table sets forth the components of the All Other Compensation column in 2025: 2024:
• newEXECUTIVE DIVIDENDS AND DIVIDEND EQUIVALENTS ($) RELOCATION EXPENSE(1) ($) TAX GROSS UP ON RELOCATION EXPENSE ($) RETIREMENT PLAN CONTRIBUTIONS ($) CLUB MEMBERSHIP FEES ($)TOTAL ($) Mr. Otting———14,00016,50030,500Mr. Smith17,485———25,82443,309Mr. Nguyen—64,00040,92814,00016,500135,428Mr. Gagnon——————Mr. Buchanan1,122——14,000—15,122
• new(1) Relocation Expense is a one-time cost and not-recurring annually
• new29
• changed2025 2024Grants of Plan-Based Awards Table
• changedThe following table provides information concerning awards made in 2025 2024to the NEOs namedexecutiveofficersunder the Bank’s Company’sincentive compensation program.
• newprogram.
• newESTIMATED FUTURE PAYOUTSUNDER NON-EQUITY INCENTIVEPLAN AWARDS (1)ESTIMATED FUTURE PAYOUTSUNDER EQUITY INCENTIVEPLAN AWARDSOTHER STOCKAWARDS: NUMBER OF SHARES OF STOCK OR UNITS(2)(#)ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(#)EXERCISE PRICE OR BASE PRICE OF OPTION AWARDS($/SHARE)GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(3)($)EXECUTIVEAWARD TYPEGRANT DATE THRESHOLD ($)TARGET ($) MAXIMUM($)THRESHOLD(#)TARGET(#)MAXIMUM(#)Mr. OttingAnnual Incentive——2,250,0004,500,000———————Stock Awards3/15/25——————252,951——3,000,000Mr. SmithAnnual Incentive——700,0001,400,000———————Mr. NguyenAnnual Incentive——700,0001,400,000———————Stock Awards3/15/25——————50,590——600,000Mr. GagnonAnnual Incentive——700,0001,400,000———————Stock Awards3/15/25——————50,590——600,000Mr. BuchananAnnual Incentive——625,0001,250,000—750,000—————
• changed(1)Represents award opportunities under the Bank-wide 2025 Company-wide2024Annual Incentive Plan.
• changedAs provided in his employment offer term sheet, Mr. Otting’s award opportunitiesweresetattheindicatedtargetandmaximumlevels.
• newopportunities were set at the indicated target and maximum levels.
• newFor Messrs.Nguyen, Gagnon, and Buchanan, the target award opportunity was set
• changedRaffetto,Nguyen,andGifford,thetargetawardopportunitywassetat one times’ base salary, and the maximum award opportunity was set at two times ’base salary in accordance with the terms of the plan.
• newThe target
• newaward opportunities for Mr. Smith was set under applicable provisions of the employment agreement and the maximum award opportunity was set at
• newtwo times’ base salary in accordance with the terms of the plan.
• changedSee, Compensation Discussion and ANALYSIS
• changedSee,CompensationDiscussionandAnalysis for more information regarding the 2025 2024plan.
• changed(2)All (3)Mr.Smith’srestricted stock unit awards vest awardvestsin equal installments over a three-year period.
• changed(3)Amounts (5)Amountsshown represent the grant date fair value of equity awards granted to the NEOs in fiscal 2024 calculated in accordance with FASB ASC Topic 718.
• new718.
• changedOutstanding Equity Awards at Fiscal Year-End Table
• changedThe following table provides information with respect to outstanding stock options and stock awards held by the NEOs at December 31, 2024.
• new2025.
• newEXECUTIVENUMBER OF SECURITIESUNDERLYING UNEXERCISED STOCK OPTIONS (EXERCISABLE)NUMBER OF SECURITIES UNDERLYING UNEXERCISED STOCK OPTIONS(UNEXERCISABLE)OPTION EXERCISE PRICE($)OPTION EXPIRATION DATENUMBER OF SHARES OF STOCK AWARDS THAT HAVE NOT VESTEDMARKET VALUE OF SHARES OF STOCK AWARDS THAT HAVE NOT VESTED($)Mr. Otting2,916,6652,083,3356.003/6/34252,9513,184,653Mr. Smith333,333666,6679.186/21/31127,6831,607,529Mr. Nguyen333,333666,6679.214/25/3150,590636,928Mr. Gagnon333,333666,66710.487/29/3150,590636,928Mr. Buchanan———77,611977,122
• changedStock Vested Table
• changedThe following table provides information concerning the vesting of restricted stock and restricted stock unit awards during the 2025 2024fiscalyear.
• newfiscal year.
• newSTOCK AWARD VESTINGEXECUTIVESHARESACQUIREDON VESTINGVALUEREALIZEDON VESTING($) Mr. Smith69,706876,733Mr. Buchanan30,374361,714
• new30
• changedPotential Post-Termination Payments and BenefitsOur OurNEOs are eligible to receive various payments or benefits in connection with a termination of employment.
• changedThe following discussion provides a summary of the arrangements that were in effect on December 31, 2025, that would provide for payments or benefits for a NEO in connection with a termination of employment in specified circumstances.•Mr. OttingIn connection with his appointment as President and Chief Executive Officer of the Bank Companyon April 1, 2024, Mr. Otting entered into an employment agreement with a term expiring on March 31, 2027.
• changedIn addition, Mr. Otting is eligible to participate in the Bank’s Company’slong-term equity incentive program on terms established by the Board.
• changedIf Mr. Otting’s employment is terminated by the Bank Companywithout cause (as defined in the agreement) or if Mr. Otting terminates employment for good reason (as defined in the agreement), the agreement provides, that upon his execution of a general release of claims, the Bank Companywill (i) pay Mr. Otting a lump sum amount equal to the sum of base salary and target bonus (in the amount and percentage in effect on his termination date) that Mr. Otting would have received over the then remaining term of the agreement (but not less than one (1) times the sum of his then current base salary and target bonus); (ii) vest all outstanding equity awards (with performance awards deemed earned at target) and provide that all outstanding stock option awards will remain exercisable for the remainder of their full terms; and (iii) continue to provide Mr. Otting with health care coverage until the earlier of eighteen (18) months or until he becomes eligible for health care coverage under the plan of a subsequent employer.
• changedConcurrent with the execution of his employment agreement, Mr. Otting executed a separate agreement that for a one (1) year period following his termination of employment for any reason (i) restricts his ability to perform services in any capacity for a financial institution engaged in lines of business that are the same as the Bank Companyand (ii) bars the solicitation of customers and employees.
• changedIn addition, Mr. Otting is subject to restrictions on his use of confidential company information (as defined in the agreement) while employed by the Bank Companyand thereafter.•Mr. SmithMr. thereafter.
• newSmith entered into a substantially similar employment agreement when he joined the Bank.
• newThe initial term of his agreement was three years with annual extensions thereafter.
• newUnder his agreement, base compensation is subject to annual review, and Mr. Smith has a specified annual short-term incentive target (currently 100% of base compensation).
• changedMr. Smith Bothexecutiveswerealso eligible to participate in the Bank’s Company’slong-term equity incentive program and to receive employee benefits generally provided to employees of the Bank. Company.
• changedIf his employment is terminated by the Bank without cause, or Mr. Smith terminates for good reason (in each case, as defined in the agreement), and subject to execution of a release of claims, he would receive the following payments and benefits: (i) cash severance equal to the sum of his annual base salary and his target annual cash bonus amount under the Bank’s Company’sshort term cash incentive program; (ii) a payment equal to a pro rata portion of his annual cash bonus for the year in which his termination occurs, based on the actual level of achievement of the applicable performance goals and payable on the date that bonuses under the annual cash bonus program are paid to officers generally; (iii) reimbursement for health insurance continuation coverage for up to 12 months; and (iv) any unvested equity awards would vest with any performance-based award vesting based on actual performance through the date of termination.
• newIf the change in control related benefits provided to Mr. Smith under the agreements or otherwise would result in “excess parachute payments” under Section 280G of the Internal Revenue Code, the agreements would apply a “best net benefits” approach that reduces the payments and benefits to the extent necessary to avoid triggering the excise tax under Section 4999 of the Internal Revenue Code if the reduction would result in a greater after-tax amount payable to Mr. Smith as compared to the amount he would receive net of the excise tax if no reduction were
• new31
• newmade.
• changedThe agreement also provides that, if Mr. Smith orMr.Davisterminated employment by reason of death or disability while the agreement is in effect, all outstanding equity awards would vest.
• changedUnder the agreement, agreements,Mr. Smith is andMr.Davisaresubject to restrictive covenants relating to non-competition and non-solicitation of employees and customers for a period of one year following his termination for any reason, in addition to confidentiality provisions that apply at all times after termination for any reason.•Messrs. reason.
• newNguyen and GagnonMessrs.
• newNguyen and Gagnon entered into substantially similar employment agreements when they joined the Bank.
• changedNguyen Smithand Gagnon Davis(currently 100% of base compensation).
• newThey are also eligible to participate in the Bank’s long-term equity incentive program and to receive employee benefits generally provided to employees of the Bank.
• newIf either of the executives employment is terminated by the Bank without cause, or the executive terminates for good reason (in each case, as defined in the agreement), and subject to execution of a release of claims, he would receive the following payments and benefits: (i) cash severance equal to the sum of his annual base salary and his target annual cash bonus amount under the Bank’s short term cash incentive program; (ii) a payment equal to a pro rata portion of his annual cash bonus for the year in which his termination occurs, based on the actual level of achievement of the applicable performance goals and payable on the date that bonuses under the annual cash bonus program are paid to officers generally; (iii) reimbursement for health insurance continuation coverage for up to 12 months; and (iv) any unvested equity awards would vest with any performance-based award vesting based on actual performance through the date of termination and all outstanding stock option awards will remain exercisable for the remainder of their full terms.
• newHowever, if such termination occurred within the period beginning three months prior to and ending 12 months following a change in control (as defined in the agreement), (i) cash severance would equal two times the sum of base salary plus the target annual cash bonus and (ii) health continuation coverage would be provided for up to 18 months.
• newThe agreements also provide that, if Messrs.
• newNguyen or Gagnon terminated employment by reason of death or disability while the agreement is in effect, all outstanding equity awards would vest.
• newUnder each agreement, Messrs.
• newNguyen and Gagnon are subject to restrictive covenants relating to non-competition and non-solicitation of employees and customers for a period of one year following his termination for any reason, in addition to confidentiality provisions that apply at all times after termination for any reason.
• new32
• changedPost Termination Benefits BenefitTable

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