UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

April 23, 2018

Dear Stockholders:

The annual meeting of stockholders (the "Annual Meeting") of Sterling Bancorp (the "Company") will be held on Tuesday, May 22, 2018, at 11:00 a.m. Eastern Time. This year's Annual Meeting will be a virtual meeting of stockholders. You will be able to participate in the meeting, vote, and submit questions during the meeting via live webcast by visiting http://www.virtualshareholdermeeting.com/STL2018. A secure control number that will allow you to attend the meeting electronically can be found on the enclosed proxy card. Whether or not you plan to participate in the meeting, the Board of Directors strongly encourages you to review the enclosed information and vote your shares. Your vote is important.

The Company's performance during 2017 was highlighted by significant accomplishments that reflect our commitment to enhancing stockholder value. The Company continued making progress in its strategy of building a high performing regional bank that delivers strong growth and profitability. The Board of Directors of the Company (the "Board") believes that the Company's executive compensation and corporate governance policies will contribute to the Company's ability to generate strong operating and financial performance and deliver short-term and long-term value for stockholders.

Recent 2018 Highlights

Highlights for the Year Ended December 31, 2017

Corporate Governance

The Board is committed to operating the Company in a manner aligned with our stockholders' interests. The Board believes that our proposals are in conformity with best governance practices.

At our upcoming annual meeting on May 22, 2018, our Board proposes that our stockholders consider an amendment to our Amended and Restated Certificate of Incorporation to eliminate the provisions requiring cause and a supermajority vote to remove a director, which our Board believes aligns with recent judicial interpretations of Delaware General Corporation Law and best corporate governance practices.

On January 24, 2017, the Company amended and restated its Amended and Restated Bylaws (the "Bylaws") to establish a mandatory retirement age of 75 for the Board members. This resulted in four (4) of the Company's Board members voluntarily resigning at the Company's 2017 annual meeting in order to comply with the new mandatory retirement policy. On May 23, 2017, the Company further amended and restated its Bylaws to provide the Board with the ability to appoint directors emeritus. Two former directors, who served on the Company's Board with distinction and excellence and provide unique perspective and historical guidance as former presidents of legacy companies comprising our current Company, have been appointed as directors emeritus.

At the annual meeting on May 23, 2017, eleven (11) directors were elected to the Board for a one (1) year term. Upon the closing of the Astoria Merger (as set out in the terms of the Astoria Merger agreement), four (4) former members of Astoria's Board of Directors joined our Board effective October 2, 2017, increasing the size of the Board to fifteen (15) members. Two members of the Board of Directors, Monte Redman and Thomas Kahn, are retiring from the Board effective at the 2018 annual meeting. The remaining thirteen (13) existing members of the Company's Board will stand for re-election at the Company's 2018 annual meeting, as well as one (1) new Board nominee.

Stockholder Engagement

The Company values its relationship with its stockholders and has expanded its engagement with investors. The Company's executives regularly attend investor conferences and hold regular meetings with investors. We have met with many of our institutional investors and prospective investors. We have benefited from this open dialogue and look forward to continuing this communication as we move forward.

Along with our Board, we wish to thank our stockholders for their continued interest and support. We also wish to thank the entire Sterling Bancorp team, as well, for their hard work and commitment in positioning the Company for even better performance going forward.

Sincerely,

Richard O'Toole	Jack L. Kopnisky
Chairman of the Board of Directors	President and Chief Executive Officer

400 Rella Boulevard, Montebello, New York 10901

(845) 369-8040

NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 22, 2018

Notice is hereby given that the annual meeting of stockholders (the "Annual Meeting") of Sterling Bancorp (the "Company") will be held on Tuesday, May 22, 2018, at 11:00 a.m. Eastern Time. This year's Annual Meeting will be a virtual meeting of stockholders. You will be able to participate in the 2018 Annual Meeting, vote, and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/STL2018. Be sure to have your 16-digit control number to enter the virtual meeting.

The Annual Meeting is for the purpose of considering and acting upon the:

Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on the date or dates to which the Annual Meeting may be adjourned or postponed. Stockholders of record at the close of business on March 28, 2018 are the stockholders entitled to vote at the Annual Meeting, and any adjournments or postponements thereof.

On or about April 23, 2018, we will mail the proxy materials to stockholders of record at the close of business on March 28, 2018. This Proxy Statement contains instructions on how to access an electronic copy of our proxy materials, including our Proxy Statement and our 2017 Annual Report, including our Annual Report on Form 10-K for the year ended December 31, 2017.

You have three options for submitting your vote before the 2018 Annual Meeting:

Please vote as soon as possible to record your vote promptly, even if you plan to attend the Annual Meeting on the Internet.

	By Order of the Board of Directors
	June Ann Byrnes
	Corporate Secretary
	Montebello, New York
	April 23, 2018

IMPORTANT: THE PROMPT RETURN OF PROXIES OR VOTE BY INTERNET OR

TELEPHONE WILL SAVE THE EXPENSE OF FURTHER REQUESTS FOR PROXIES.

GUIDE TO VOTING MATTERS

Stockholders are being asked to vote on the following matters at the Sterling Bancorp (the "Company") 2018 Annual Meeting:

table of contents

VOTING AND MEETING INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the "Board") of Sterling Bancorp ("Sterling" or the "Company") to be used at the annual meeting of stockholders (the "Annual Meeting"), which will be held on May 22, 2018, at 11:00 a.m. Eastern Time, and all adjournments and postponements of the Annual Meeting. The Proxy Statement is first being mailed to stockholders on or about April 23, 2018.

COMPLETION OF MERGER WITH ASTORIA FINANCIAL CORPORATION

On October 2, 2017, the Company completed its previously announced merger with Astoria Financial Corporation (NYSE: AF) ("Astoria") pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of March 6, 2017 (the "Astoria Merger"). Following the Astoria Merger, the Company has $30 billion in assets, $20 billion in loans and $20 billion in deposits. In addition, four (4) former members of Astoria's Board of Directors joined the Company's Board, effective on October 2, 2017.

STOCKHOLDERS ENTITLED TO VOTE

Holders of record of Sterling's shares of common stock, par value $0.01 per share, as of the close of business on March 28, 2018 (the "Record Date"), are entitled to one (1) vote for each share then held. As of the Record Date, there were 225,469,061 shares of common stock issued and outstanding. The presence in person or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. Stockholders who log on to our virtual meeting of stockholders with their 16-digit control number are considered present in person.

Holders of Sterling's depositary shares, each representing a 1/40^th interest in a share of Sterling's Series A Non-Cumulative Perpetual Preferred Stock, referred to as Depositary Shares, are not entitled to vote at the Annual Meeting.

INTERNET AVAILABILITY OF PROXY MATERIALS

We are making this Proxy Statement and our 2017 Annual Report to Stockholders, including our Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 1, 2018 (the "2017 Annual Report"), available to our stockholders via the Internet.

On or about April 23, 2018, we mailed to our stockholders the proxy materials, including this Proxy Statement and the 2017 Annual Report. Included in the proxy materials is a proxy card and vote instruction form on how to vote through the Internet, by telephone or by mail.

PARTICIPATING IN THE ANNUAL MEETING

Sterling will host its Annual Meeting live via the Internet. A summary of the information you need to participate in the Annual Meeting online is provided below:

VOTING AND MEETING INFORMATION

VOTING PROCEDURES

Stockholders who execute proxies in the form solicited hereby retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the Annual Meeting and all adjournments and postponements thereof. Proxies solicited on behalf of the Board will be voted in accordance with the directions given thereon. Where no instructions are indicated, validly executed proxies will be voted "FOR" each of the nominees in proposal I, "FOR" proposals II, III and IV set forth in this Proxy Statement and upon the transaction of such other business as may properly come before the Annual Meeting in the discretion of the persons appointed as proxies. Other than the matters listed in this Proxy Statement, the Board knows of no additional matters that will be presented for consideration at the Annual Meeting.

Brokers holding shares in street name for customers who are beneficial owners of such shares are prohibited from giving a proxy to vote such customers' shares on "non-routine" matters in the absence of specific instructions from such customers. This is commonly referred to as a "broker non-vote."  Your broker is entitled to vote your shares on the "routine" matter of ratification of the selection of Crowe Horwath LLP as the Company's independent registered public accounting firm even if you do not provide voting instructions to your broker. Each of the other proposals is considered a "non-routine" matter.

As to the election of Directors, the proxy card being provided by the Board enables a stockholder to vote FOR all nominees proposed by the Board, to WITHHOLD authority for all nominees or to vote FOR ALL EXCEPT one or more of the nominees being proposed. Voting for all nominees except those you list on the proxy card is the equivalent of withholding your vote for those Directors you have listed. Nominees are elected by a plurality of votes cast. Proxies in which the authority to vote for the nominees being proposed is withheld and broker non-votes will not affect the outcome of the vote.

As to amending the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), the proxy card being provided by the Board enables a stockholder to vote for the approval of the amendment. If this proposal receives a vote of 80% of the votes cast, then it will be considered approved. As a result, if this proposal is approved, it will become effective upon filing the amendment with the Secretary of State of the State of Delaware, which the Company anticipates doing as soon as practicable following stockholder approval.

As to the advisory (non-binding) vote of the compensation of the named executive officers (the "Say-on-Pay Vote"), the proxy card being provided by the Board enables a stockholder to vote for the approval of the Company's executive compensation, the compensation tables and narrative discussions of named executive officer compensation in this Proxy Statement. If this proposal receives a majority of the votes cast, then it will be considered approved. This vote is advisory and not binding on the Company, the Board or the Compensation Committee of the Board (the "Compensation Committee"). As a result, the Board may decide that it is in the best interests of the Company and its stockholders to maintain the Company's executive compensation, even if it is not approved by stockholders.

Each stockholder, whether or not he or she plans to participate in the Annual Meeting, is requested to vote electronically via the Internet or by telephone or by signing, dating and returning the accompanying proxy card without delay in the postage-paid envelope provided. Any proxy given by the stockholder may be revoked at any time before it is voted. A proxy may be revoked by filing with the Corporate Secretary of Sterling a written revocation or a duly executed proxy card bearing a later date. Any stockholder present at the Annual Meeting may revoke his or her proxy and vote electronically on each matter brought before the Annual Meeting. Stockholders who log on to our virtual meeting of stockholders with their 16-digit control number are considered present in person. However, if you are a stockholder whose shares are not registered in your own name, you will need additional documentation from your record holder in order to vote at the Annual Meeting.

PARTICIPATION IN THE 401(K) PLAN

Astoria Bank had the following retirement benefit plans in place prior to the merger with Sterling: a 401(k) Plan, as amended and restated as of January 1, 2016 (the "Astoria 401(k) Plan"), Astoria Bank Employees' Pension Plan (the "Astoria Pension Plan"), Astoria Bank Excess Benefit Plan (the "Astoria Excess Benefit Plan") and the Astoria Bank Supplemental Benefit Plan (the "Supplemental Plan") (collectively, the "Astoria Plans"). Pursuant to the Merger Agreement, the Astoria 401(k) Plan and the Astoria Pension Plan remain in effect for eligible employees as defined under their plan terms. Effective on October 2, 2017, the Astoria Plans were frozen to new participants. The Bank plans to merge these plans together with the Sterling National Bank 401(k) and Profit Sharing Plan in January 2019.

VOTING AND MEETING INFORMATION

Effective May 1, 2016, the Hudson Valley Bank N.A. 401(k) Savings Plan (the "HVB 401(k) Plan") was frozen and the employees who formerly participated in the HVB 401(k) Plan became eligible to participate in the Sterling National Bank 401(k) and Profit Sharing Plan (the "Sterling 401(k) Plan"). The frozen HVB 401(k) Plan was merged into the Sterling 401(k) Plan on October 1, 2016. To the extent the Sterling 401(k) Plan holds in trust shares of common stock of the Company, the plan trustee votes the shares allocated to participants in accordance with their instructions. When no voting instructions have been received, the trustee will vote the shares allocated to your account in the same proportion as the shares for which the trustee received timely voting instructions.

PRINCIPAL HOLDERS

In accordance with the provisions of our Certificate of Incorporation, record holders of common stock who, individually or together with their affiliates and any other person with whom they or their affiliates are acting in concert, beneficially own in excess of 10% of the issued and outstanding shares of common stock are not entitled to vote any of the shares held in excess of that limit. The Certificate of Incorporation further authorizes the Board (i) to make all determinations necessary to implement and apply that limit, including determining whether persons or entities are acting in concert, and (ii) to demand that any person who is reasonably believed to beneficially own shares of common stock in excess of the limit supply information to enable the Board to implement and apply the limit. Other than BlackRock Inc., the Company is not aware of any beneficial holder of 10% or more of the Company's common stock as of the record date.

Persons and groups who beneficially own in excess of 5% of the shares of common stock are required to file certain reports with Sterling and the Securities and Exchange Commission ("SEC") regarding such ownership. See page 17, "Security Ownership of Certain Beneficial Owners, Directors and Executive Officers" for our 5% or more beneficial owners as of March 28, 2018.

PROPOSAL I – ELECTION OF DIRECTORS

PROPOSAL I — ELECTION OF DIRECTORS

The Board currently consists of fifteen (15) members, each of whom serves a one-year term which will expire May 22, 2018, at our 2018 Annual Meeting. Four (4) of our existing members hail from Astoria, and joined the Board effective October 2, 2017, which was the effective date of the Astoria Merger.

Each director-nominee ("nominee") has agreed to serve if elected. If any nominee is not able to serve, the Board may designate a substitute or reduce the number of directors serving on the Board. Proxies will be voted for the nominees shown below (or if not able to serve, such substitutes as may be designated by the Board). The Board has no reason to believe that any of the nominees will be unable to serve. The nominees will be elected by a plurality of the votes entitled to be cast at the Annual Meeting. A plurality is generally defined as the excess of the votes cast in favor of a nominee over those cast in favor of any other nominee. You may vote for up to the number of nominees named, and the nominees receiving the largest number of "FOR" votes will be elected to the Director positions to be filled. Except as indicated herein, there are no arrangements or understandings between any of the nominees and any other person pursuant to which such nominees were selected. See page 21, "Nominating and Corporate Governance Committee."

The Nominating and Corporate Governance Committee of the Board (the "Nominating and Corporate Governance Committee") has nominated thirteen (13) of the current fifteen (15) existing members of the Company's Board and one new candidate, Ms. Maureen Mitchell, to serve as Directors for a one (1) year term until the 2019 Annual Meeting:

OUR BOARD OF DIRECTORS

Set forth below are the nominees, their ages and their positions with Sterling, and the length of their directorship. The term for directors currently serving on the Board expires as of May 22, 2018 at our 2018 Annual Meeting. If elected at the 2018 Annual Meeting, each nominee's term will expire at the 2019 Annual Meeting. Depending on when/how each director joined the Company, his or her "length of directorship" may commence prior to any of the following: (i) the closing of the October 2013 merger (the "Provident Merger") of Sterling Bancorp ("Legacy Sterling") with and into Provident New York Bancorp ("Legacy Provident"), whereby Provident Bank ("Legacy Provident Bank") converted into a national bank charter, and Legacy Provident and Legacy Provident Bank (with its name change to Sterling National Bank, the "Bank") adopted the Sterling name; (ii) the June 2015 merger of Hudson Valley Holding Corp. ("Legacy HVB") with and into Sterling Bancorp (the "HVB Merger"); or (iii) the Astoria Merger.

The Company believes in servicing its stockholders through representation on the Board that ensures oversight of the Company, as well as implementation of the strategic plan and business model. The Nominating and Corporate Governance Committee, on behalf of the entire Board, reviews not only the personal qualities and characteristics in a Board member or potential candidate, but also the individual's diverse education, business and cultural background.

The following discussion includes the business experience for the past five (5) years for each of our nominees, as well as the qualifications that were the basis for the Board determinations that each nominee should serve on the Board.

PROPOSAL I – ELECTION OF DIRECTORS

JACK KOPNISKY, President & CEO, Not Independent

Age 62

 

Director since: 2011   Committees: Executive and Enterprise Risk   Other current public company directorships: None     Began Board service with Legacy Provident

RICHARD O'TOOLE, Chairman, Independent Director

Age 61

 

Director since: 2012   Chairman of the Board of Directors   Committees: Compensation (Chairman), Executive (Chairman) and Nominating and Corporate Governance   Other current public company directorships: Ladder Capital Corp.   Began Board service with Legacy Provident

PROPOSAL I – ELECTION OF DIRECTORS

JOHN P. CAHILL, Independent Director

Age 59

 

Director since: 2011   Committees: Nominating & Corporate Governance (Chairman), Compensation and Executive   Other current public company directorships: Ecoark Holdings, Inc.   Began Board service with Legacy HVB

JAMES F. DEUTSCH, Independent Director

Age 62

 

Director since: 2012   Committees: Enterprise Risk (Chairman), Nominating and Corporate Governance and Executive   Other current public company directorships: MBT Financial Corp. and Trinity Capital Corporation   Began Board service with Legacy Provident

PROPOSAL I – ELECTION OF DIRECTORS

NAVY E. DJONOVIC, Independent Director

Age 52

 

Director since: 2010   Committees: Audit   Other current public company directorships: None   Began Board service with Legacy Provident

FERNANDO FERRER, Independent Director

Age 67

 

Director since: 2002   Committees: Nominating and Corporate Governance and Enterprise Risk   Other current public company directorships: None   Began Board service with Legacy Sterling

PROPOSAL I – ELECTION OF DIRECTORS

ROBERT GIAMBRONE, Independent Director

Age 63

 

Director since: 2015   Committees: Audit and Enterprise Risk   Other current public company directorships: None Began Board service with Legacy Astoria

JAMES J. LANDY, Director

Age 63

 

Director since: 2000   Committees: Enterprise Risk   Other current public company directorships: None   Began Board service with Legacy HVB

PROPOSAL I – ELECTION OF DIRECTORS

ROBERT W. LAZAR, Independent Director

Age 74

 

Director since: 2005   Committees: Audit and Enterprise Risk   Other current public company directorships: None   Began Board service with Legacy Sterling

PROPOSAL I – ELECTION OF DIRECTORS

RALPH F. PALLESCHI, Independent Director

Age 71

 

Director since: 1996   Committees: Compensation and Nominating & Corporate Governance   Other current public company directorships: None   Began Board service with Legacy Astoria

PROPOSAL I – ELECTION OF DIRECTORS

BURT STEINBERG, Independent Director

Age 72

 

Director since: 2000   Committees: Audit (Chairman), Compensation and Executive   Other current public company directorships: None   Began Board service with Legacy Provident

WILLIAM E. WHISTON, Independent Director

Age 64

 

Director since: 2013   Committees: Compensation and Enterprise Risk   Other current public company directorships: None   Began Board service with Legacy HVB

PROPOSAL I – ELECTION OF DIRECTORS

Director Independence

The Board has determined that each of the current Company directors and nominees, with the exceptions of Messrs. Kopnisky and Landy, is "independent" as defined by the New York Stock Exchange ("NYSE") listing standards and the rules of the Securities and Exchange Commission (the "SEC"). We believe we comply with all applicable requirements of the SEC and NYSE relating to director independence and the composition of the committees of our Board.

Depository Institution Management Interlocks

The Depository Institution Management Interlocks Act (the "Interlocks Act") imposes restrictions on service as an officer or director of more than one depository institution. There are several exemptions to the Interlocks Act including the small market share exemption, which, since Sterling has total assets exceeding $2.5 billion would allow a director to serve on the Board and another unaffiliated depository organizations' board of directors only if the other depository organization has total assets below $1.5 billion and if both Sterling and the other depository organization hold no more than 20 percent of the deposits in each relevant metropolitan statistical area or community in which both operate. Ms. Mitchell currently serves on the board of Fieldpoint Private Bank & Trust ("Fieldpoint"). The Board has found that Fieldpoint has assets below $1.5 billion and that Fieldpoint and Sterling hold less than 20 percent of the deposits in the New York City statistical area in which they both operate, which would allow Ms. Mitchell to concurrently serve on the Board and Fieldpoint's board of directors. The Board will continue to monitor the applicability of this exemption annually.

The Nominating and Corporate Governance Committee maintains, and periodically updates, non-exclusive "Board membership criteria" to assist the committee in evaluating candidates for the Board. These criteria, and an indication of which of the criteria are particularly satisfied by each nominee, are summarized below:

Legend for the below Company Director Guideline Criteria Table:

PROPOSAL I – ELECTION OF DIRECTORS

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PROPOSAL II – AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION

PROPOSAL II — AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION

Our Board is requesting stockholder approval to amend our Certificate of Incorporation to eliminate the provisions requiring cause and a supermajority vote to remove a director. According to Article Twelfth of the Certificate of Incorporation, this amendment must be approved by 80% of our outstanding shares of common stock.

Our Certificate of Incorporation currently allows for the removal of any director on the Board only if there is cause to remove the director and by an affirmative supermajority vote of 80% of all holders of outstanding common stock.

In a proceeding not involving the Company, the Delaware Court of Chancery recently held that, in the absence of a classified board or cumulative voting, an "only for-cause" director removal provision conflicts with Section 141(k) of the Delaware General Corporation Law and is therefore invalid. In light of this guidance, the Board reviewed our own Certificate of Incorporation and determined an amendment was necessary. The amendment would remove the phrase "only for cause and" meaning, if amended, a director could be removed for cause or without cause.

Our Certificate of Incorporation would additionally be amended to allow for removal of a director by a simple majority (50%) as opposed to a supermajority (the current 80%). Our Board of Directors reviews corporate governance practices on a continuing basis, and the Board believes it is in the best interests of the Company and its stockholders to amend the supermajority vote requirement to that of a simple majority for the removal of directors. The simple majority voting requirement will give stockholders enhanced flexibility to make changes on the Board.

After careful consideration, the Nominating & Corporate Governance Committee recommended to our Board the proposed amendment to eliminate these provisions. On April 9, 2018, our Board accepted this recommendation, determined that the proposed amendment was advisable and in the best interests of the Company and its stockholders, unanimously approved and adopted the amendment, and directed the amendment be submitted to a vote of the stockholders at the Annual Meeting.

If our stockholders approve this proposal, we expect to file a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, substantially in the form as attached in Annex B hereto, as soon as practicable following stockholder approval effecting the amendment. Upon filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, Article SIXTH.D of our Certificate of Incorporation will be amended to read in its entirety as follows:

"D. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any Director, or the entire Board of Directors, may be removed from office at any time, but only by the affirmative vote of the holders of at least 50 percent of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors (after giving effect to the provisions of Article FOURTH of this Certificate of Incorporation ("Article FOURTH")), voting together as a single class."

The Certificate of Amendment will become effective upon filing with the Secretary of State of the State of Delaware. If the proposed amendment to the Certificate of Incorporation described above is not approved and adopted by our stockholders, our Certificate of Incorporation will not be amended as set forth above and directors will continue to only be removed with cause and a supermajority vote of the stockholders.

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PROPOSAL III – NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION

PROPOSAL III — NON-BINDING VOTE TO APPROVE
EXECUTIVE COMPENSATION

In accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), stockholders are being given the opportunity to vote on an advisory (non-binding) resolution to approve the Company's executive compensation, as described below under "Compensation Discussion and Analysis," the compensation tables and narrative discussions of named executive officer ("NEO" or "Named Executive Officer") compensation in this Proxy Statement. Consistent with the voting results at the 2017 Annual Meeting, the Board has determined that an advisory vote to approve executive compensation is conducted annually.

The Board recommends the approval of its executive compensation proposal. It believes the Company's compensation programs are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of our stockholders by rewarding performance against established corporate financial goals, strong executive leadership and superior individual performance. An important component of management's performance requirements is strong risk management oversight to ensure that compensation plans do not encourage management to take unnecessary or excessive risks that could threaten the value of the Company. By providing a combination of annual base salary, cash incentives, long-term equity compensation (including performance awards based on the results of the Company) and competitive benefits, our goal is to attract, motivate and retain a qualified and talented team of executives who will help maximize the Company's long-term financial performance, growth and profitability. The Company's compensation program is designed to provide a significant portion of total compensation based on performance relative to short-term and long-term financial goals and to encourage executives to maintain significant stock ownership in the Company. The Compensation Committee regularly reviews the components of each NEO's compensation package and generally targets 50% of the total compensation opportunity to be based on a combination of short-term and long-term performance. We accomplish these objectives through an integrated total compensation program.

This proposal, commonly referred to as a "Say-on-Pay" proposal, gives you, as a stockholder, the opportunity to endorse or not endorse the Company's executive pay program through the following non-binding resolution:

"RESOLVED, that the compensation of Sterling Bancorp's Named Executive Officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosures, is hereby approved."

At the Company's 2017 Annual Meeting, 96.6% of the votes cast on the Say-on-Pay proposal were voted in favor of the Company's executive compensation program. Given the significant level of support from the Company's stockholders, the Compensation Committee and the Board believe that the Company is taking a measured, informed and responsible approach to executive compensation which incorporates all of the Company's objectives and policies, including, but not limited to, a pay for performance culture that retains executives who perform strongly. The Board and Compensation Committee considered this substantial affirmation as one of many factors in crafting an executive compensation program that largely mirrors the stockholder approved approach and will continue to seek stockholder feedback on our compensation programs.

This is an advisory vote only, and neither the Company nor the Board will be bound to take action based upon the outcome. The Board and the Compensation Committee will consider the vote of the stockholders when considering future executive compensation arrangements.

*         *         *

PROPOSAL IV – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL IV — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board (the "Audit Committee") has approved the engagement of Crowe Horwath LLP ("Crowe Horwath") to be Sterling's independent registered public accounting firm for the year ending December 31, 2018. At the Annual Meeting, stockholders will consider and vote on the ratification of the engagement of Crowe Horwath for Sterling's year ending December 31, 2018. A representative of Crowe Horwath is expected to participate in the Annual Meeting, to respond to appropriate questions and to make a statement if he or she so desires.

In order to ratify the selection of Crowe Horwath as the independent registered public accounting firm for 2018, the proposal must receive the affirmative vote of at least a majority of the votes represented at the Annual Meeting, either in person or by proxy, in favor of such ratification.

Stockholder ratification of the selection of Crowe Horwath is not required by the Bylaws or otherwise. However, the Board is submitting the selection of the independent registered public accountant to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection of Crowe Horwath, the Audit Committee will reconsider whether to retain that firm or not. Even if the selection is ratified, the Audit Committee may, at its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change is in the best interests of the Company and its stockholders.

Audit Fees

The aggregate fees billed to us by Crowe Horwath for professional services rendered by the firm for the audit of our annual financial statements, review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by Crowe Horwath in connection with statutory and regulatory filings and engagements were $790,000 and $805,000 during the years ended 2016 and 2017, respectively.

Audit Related Fees

The aggregate fees billed to us by Crowe Horwath for assurance and related services rendered by the firm that are reasonably related to the performance of the audit and review of the financial statements and services provided in connection with the Astoria Merger (in the case of 2017), benefit plan audits, capital offerings and that are not already reported in "Audit Fees," were $360,100 and $507,886 during the years ended 2016 and 2017, respectively.

Tax-Related Fees

The aggregate fees billed to us by Crowe Horwath for professional services rendered by Crowe Horwath for tax consultations and tax compliance were $213,000 and $274,210 during the years ended 2016 and 2017, respectively.

All Other Fees

The aggregate fees billed to us by Crowe Horwath, primarily for internal audit services with respect to regulatory compliance consulting and 2017 tax returns for Astoria, were $215,755 and $494,472 during the years ended 2016 and 2017, respectively.

The Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by an independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee pre-approved 100% of the audit related fees, tax fees and all other fees described above during 2016 and 2017 years, respectively.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding beneficial ownership of our common stock as of March 28, 2018, by:

The percentages shown in the following table are based on 225,469,061 shares of common stock outstanding as of March 28, 2018. Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with respect to shares. The number of shares beneficially owned by a person includes shares subject to options held by that person that were exercisable as of March 28, 2018, or within 60 days of that date. The shares issuable under those options are treated as if they were outstanding for computing the percentage ownership of the person holding those options, but are not treated as if they were outstanding for the purposes of computing the percentage ownership of any other person. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law.

The following table sets forth the number of shares of our common stock beneficially owned by the indicated parties. Unless otherwise indicated, the address of each person is c/o Sterling Bancorp, 400 Rella Boulevard, Montebello, New York 10901.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

_____________________

* Denotes less than 1% owned.

CERTAIN INFORMATION ABOUT OUR EXECUTIVE OFFICERS

CERTAIN INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Qualifications and Business Experience

Executive Officers

The following provides certain business experience for the past five (5) years with respect to individuals who serve as our executive officers. Information concerning the business experience of Mr. Kopnisky, who serves as our CEO and President, is provided in "Proposal I – Election of Directors," above.

CERTAIN INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Luis Massiani currently serves as Senior Executive Vice President (since October 2014) and Chief Financial Officer of the Company and the Bank. Mr. Massiani was appointed as Executive Vice President and Chief Financial Officer at Legacy Provident NY Bancorp and Legacy Provident Bank effective December 2012. Prior to that Mr. Massiani was Director of the Investment Banking Department of Credit Suisse Securities (USA) LLC. Prior to joining Credit Suisse in May 2011, Mr. Massiani served first as Vice President, then later as a Director, of the investment banking department of Citadel Securities LLC, from September 2009.

Christina Favilla currently serves as Senior Executive Vice President and Chief Operating Officer of the Company and the Bank (since July 5, 2017). Ms. Favilla previously served as the Chief Operating Officer of GE Capital Americas since February 2012. Prior to joining GE Capital, Ms. Favilla served as President of Discover Bank and Bank of New Castle, a part of Discover Financial Services, from 2006 to 2012. She served as First Vice President and Cash Management leader of TD Waterhouse, a bank and brokerage company now called TD Ameritrade, from 2001 to 2006 and she held senior financial and sales roles at Citibank and Chase from 1994 to 2001.

Rodney Whitwell currently serves as Senior Executive Vice President (since October 2014) and Chief Administrative Officer (since July 2017) of the Company and the Bank. Mr. Whitwell served as Chief Operating Officer of the Company and Bank from June 2015 to July 2017, and also served as Chief Risk Officer of the Bank from November 2013 through June 2015. Mr. Whitwell was appointed as Executive Vice President and named Chief Operating Officer of Legacy Provident Bank and Legacy Provident in November of 2011. Mr. Whitwell has over thirty-one (31) years of leadership experience in financial services. Prior to joining Provident Bank, Mr. Whitwell was Principal at Mercatus LLC, a national financial services consulting and investing firm, from 2010 to 2011.

Michael E. Finn currently serves as Senior Executive Vice President (since July 2017) and Chief Risk Officer of the Company and the Bank. Mr. Finn was appointed Executive Vice President, Chief Risk Officer of HV Bank in January 2014. From August 2011 to December 2013, Mr. Finn served as Senior Advisor to the Deputy Comptroller of the Office of the Comptroller of the Currency. From September 2004 to August 2011, Mr. Finn served as a Regional Director for the Office of Thrift Supervision.

James P. Blose currently serves as Executive Vice President, General Counsel and Chief Legal Officer of the Company and the Bank. Mr. Blose was appointed Executive Vice President, General Counsel & Secretary of HV Bank in October 2013. Prior to joining HV Bank, Mr. Blose served as a partner with the law firm of Griffin, Coogan, Blose, Sulzer & Horgan, P.C., located in Bronxville, New York, since December 2003.

Section 16(a) Beneficial Ownership Reporting Compliance

Our executive officers and Directors and beneficial owners of greater than 10% of the outstanding shares of common stock are required to file reports with the SEC disclosing beneficial ownership and changes in beneficial ownership of our common stock. SEC rules require disclosure if an executive officer, Director or 10% beneficial owner fails to file these reports on a timely basis. Based on the Company's review of ownership reports required to be filed for 2017, no executive officer, Director or 10% beneficial owner of the Company's shares of common stock failed to file ownership reporting on a timely basis, except for the following: (i) two Forms 4 by Mr. Blose reflecting two (2) transactions of payments of tax liability; (ii) one Form 4 by Ms. Favilla reflecting the award of common stock upon the commencement of her employment; (iii) two Forms 4 by Mr. Finn reflecting two (2) transactions of the payment of tax liability and the sale of common stock; (iv) four Forms 4 by Mr. Kahn reflecting five (5) transactions for the withdrawal or transfer of common stock into a Discretionary Customer Account; (v) two Forms 4 by Mr. Kopnisky reflecting four (4) transactions of the payments of tax liability, exercise of stock options and sale of common stock; (vi) one Form 4 by Mr. Landy reflecting a single transaction of a compensatory award for director services rendered in 2016; (vii) two Forms 4 by Mr. Lazar reflecting two (2) transactions of the purchase of phantom stock under the Company's Deferred Compensation Plan; Mr. Massiani reflecting two (2) transactions of payments of tax liability; (ix) one Form 4 by Ms. Nazemetz reflecting two (2) transactions for selling common stock; (x) two Forms 4 by Mr. Peoples reflecting four (4) transactions of the payment of tax liability and the exercise of stock options; (xi) one Form 4 by Mr. Redman reflecting a single transaction for selling common stock; and (xii) two Forms 4 by Mr. Whitwell reflecting two (2) transactions of payments of tax liability.

CORPORATE GOVERNANCE AND RELATED MATTERS

CORPORATE GOVERNANCE AND RELATED MATTERS

Code of Ethics

Sterling has adopted a Code of Ethics that is designed to uphold the highest standards of ethics, professionalism, fairness, honesty and respect. The Code of Ethics is applicable to Sterling's directors and employees, including the Company's principal executive officer, principal financial and accounting officer, chief risk officer and all officers performing similar functions. The Code of Ethics addresses conflicts of interest, the treatment of confidential information and compliance with applicable laws, rules and regulations. The Code of Ethics is available on the Company's Internet website at www.sterlingbancorp.com under the headings "Corporate Governance" and "Governance Documents." Amendments to and waivers of the Code, as applicable, are disclosed on the Company's website.

Meetings and Committees of the Board

The business of the Board is conducted at regular and special meetings of the Board and its committees. In addition, the independent members of the Board meet in executive session periodically. The Chairman of the Nominating and Corporate Governance Committee presides over all executive sessions. During 2017, the Board held eight (8) regular meetings and two (2) special meetings. No member of the Board or any committee thereof attended less than 75% of the aggregate meetings of the Board and the committees of which he or she is a member.

Copies of Sterling's Corporate Governance Guidelines, Code of Ethics and the charters of each standing committee adopted by the Board are available on the Company's Internet website (www.sterlingbancorp.com) under the heading "Governance Documents." During 2017, our Board committees consisted of the following:

Executive Committee. The Executive Committee currently consists of Chairman O'Toole, who also serves as Chairman of the Committee, President, CEO and Director Kopnisky, and Directors Cahill, Deutsch and Steinberg. Directors Cappelli and Landy served on the Committee until the Company's 2017 annual stockholders meeting (at which time Mr. Cappelli retired). The Executive Committee meets to review significant matters that may be brought to the full Board. The Committee is empowered to act on behalf of the full Board, with certain limitations, in the event action is deemed necessary prior to a meeting of the full Board. The Executive Committee may also consider topics of importance to the organization that are not within the scope of other committees in order to provide a working forum in which to consider the matters. Matters reviewed by the Executive Committee are reported to the full Board at its next meeting. The Executive Committee met one (1) time during 2017.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of Directors Cahill, who serves as Chairman, Deutsch, Ferrer, O'Toole and Palleschi. Directors Abrams, Helmer and Kahn served on the Committee until the Company's 2017 annual stockholders meeting (at which time Messrs. Abrams and Helmer retired). All Committee members are independent. The Nominating and Corporate Governance Committee met three (3) times during 2017.

CORPORATE GOVERNANCE AND RELATED MATTERS

As more fully described in the Nominating and Corporate Governance Committee Charter, the duties and responsibilities of the Nominating and Corporate Governance Committee include, among other things, the periodic review of the size, structure and composition of the Board and making recommendations for change, when appropriate, establishing procedures for evaluating the Board, reviewing Board policies, reviewing and evaluating Board compensation and recommending changes thereto, reviewing the Certificate of Incorporation and Bylaws, reviewing and approving related-party transactions, reviewing the Company's Insider Trading Policy and establishing and recommending to the Board the stock ownership guidelines for directors and management.

The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board willing to continue in service.

Current members of the Board with skills and experience that are relevant to Sterling's business and who are willing to continue Board service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective through new Board members. If there is a vacancy on the Board because any member of the Board does not wish to continue in service, or if it is decided not to re-nominate a director for re-election, the Nominating and Corporate Governance Committee determines the desired skills and experience of a new nominee, solicits suggestions for Director candidates from all Board members, and may engage in other search activities (which activities may be conducted through a sub-committee). Criteria identified by the Board from time to time include factors relative to the overall composition of the Board and such other factors as the Nominating and Corporate Governance Committee deems appropriate, such as a potential candidate's business experience, specific areas of expertise, skills, background and independence consistent with the Company's Corporate Governance Guidelines and applicable NYSE rules. When identifying nominees to serve as a Director, the Nominating and Corporate Governance Committee seeks to create a Board that is strong in its collective knowledge and has a diversity of background, skills and experience with respect to accounting and finance, information technology, management and leadership, vision and strategy, business operations, business judgment, industry knowledge, knowledge of the community served, experience in identifying and solving for risks associated with financial institutions and corporate governance.

Candidates should possess certain attributes, including integrity and a devotion to ethical behavior, a primary interest in the well-being of Sterling, a capacity for independent judgment, good business acumen, the capacity to protect confidential information, an ability to work as a member of a team and a willingness to evaluate other opinions or points of view. In addition to examining a candidate's qualifications in light of the above attributes, the Nominating and Corporate Governance Committee will consider the following: the overall character of the candidate and any existing or potential conflict of interest; the candidate's willingness to serve and ability to devote the time and effort required; the candidate's record of leadership; and the ability to develop business for Sterling.

The Nominating and Corporate Governance Committee may consider qualified candidates for director suggested by our stockholders. Stockholders can suggest qualified candidates for director by writing to our Corporate Secretary at 21 Scarsdale Road, Yonkers, New York 10707. The Corporate Secretary must receive a submission not less than ninety (90) days prior to the anniversary date of the mailing of our proxy materials for the preceding year's Annual Meeting. The submission must include the following:

CORPORATE GOVERNANCE AND RELATED MATTERS

Submissions that are received and that satisfy the above requirements are forwarded to the Chairman of the Nominating and Corporate Governance Committee for further review and consideration. A nomination submitted by a stockholder for presentation by the stockholder at an Annual Meeting must comply with the procedural and informational requirements described in "Advance Notice of Business to be conducted at an Annual Meeting," below.

Audit Committee. The Audit Committee currently consists of Directors Steinberg, who serves as Chairman, Djonovic, Giambrone, Kahn and Lazar. Directors Thompson and Ferrer served on the Committee until the Company's 2017 annual stockholders meeting (at which time Mr. Thompson retired). All Committee members are independent. The Board has determined that each member is financially literate and has determined that Director Steinberg qualifies as an "audit committee financial expert" as defined under SEC rules and regulations by virtue of his background and experience. Director Steinberg also qualifies as a financial expert in accordance with the listing standards of the NYSE applicable to Audit Committee members. Each member of the Audit Committee is "independent" as defined by Rule 10A-3 of the Exchange Act and in accordance with the listing standards of the NYSE.

As more fully described in the Audit Committee Charter, the duties and responsibilities of the Audit Committee include, among other things:

In addition, the Audit Committee meets with our internal Chief Auditor to review the results of audits of specific areas on a quarterly basis. The Audit Committee met nine (9) times during 2017.

Compensation Committee. The Compensation Committee currently consists of Directors O'Toole, who serves as Chairman, Cahill, Nazemetz, Palleschi, Steinberg and Whiston, each of whom is independent. Director Thompson served on the Committee until his retirement at the Company's 2017 annual stockholders meeting. As more fully described in the Compensation Committee's Charter, the duties and responsibilities of the Compensation Committee include, among other things, determining the salaries of the President and CEO and all executive officers, as well as for succession planning and approving new appointments to the executive staff. The Compensation Committee also determines annual cash incentive payments to the President and CEO and other executive officers in accordance with the terms of the STI Plan (as defined herein). Determinations with respect to grants under stock benefit plans are made by members of the Compensation Committee who are considered "disinterested" for purposes of Section 162(m) of the Internal Revenue Code (prior to the Tax Cuts and Jobs Act of 2017 ("TCJA") changes thereto). The Compensation Committee met five (5) times during 2017.

CORPORATE GOVERNANCE AND RELATED MATTERS

Enterprise Risk Committee. The Enterprise Risk Committee currently consists of Directors Deutsch, who serves as Chairman, Ferrer, Giambrone, Kopnisky, Landy, Lazar, Redman and Whiston. Directors Cappelli and Millman served on the Committee until their retirement at the Company's 2017 annual stockholders meeting. The Enterprise Risk Committee's responsibilities include overseeing all aspects of enterprise risk management. The Committee assists the Board and oversees the efforts of Company management in formulating strategies, policies and procedures with respect to the identification, measurement, management and control of all categories of risk. The Enterprise Risk Committee met five (5) times during 2017.

Credit Risk Subcommittee. The Enterprise Risk Committee has a Credit Risk Subcommittee that oversees the Bank's lending activities including, but not limited to, (i) overseeing the efforts of Bank management to maintain appropriate risk/reward metrics within the loan portfolio, (ii) reviewing with management trends in loan portfolio performance, and (iii) reviewing certain audits and regulatory examinations with respect to the Bank's loan portfolio. The Enterprise Risk Committee resolved that the Credit Risk Subcommittee consists of Directors Landy, who serves as Chairman, Deutsch, Ferrer, Kopnisky, Lazar and Whiston. Directors Cappelli and Millman served on the Credit Risk Committee until their retirement at the Company's 2017 annual stockholders meeting. The Credit Risk Subcommittee met five (5) times during 2017.

Audit Committee Report

The Audit Committee provides oversight of the Company's financial reporting process on behalf of the Board. Management bears primary responsibility for the financial statements and the reporting process, including the system of internal controls and disclosure controls. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited consolidated financial statements with United States generally accepted accounting principles.

As part of its ongoing activities, the Audit Committee has:

CORPORATE GOVERNANCE AND RELATED MATTERS

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 1, 2018.

This report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Sterling specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

This report has been provided by the Audit Committee:

Burt Steinberg, Chairman

Navy E. Djonovic

Robert Giambrone

Thomas G. Kahn

Robert W. Lazar

Communications with the Board

All interested parties who wish to contact our Board or an individual director may do so by writing to: Board of Directors, Sterling Bancorp, 21 Scarsdale Road, Yonkers, New York 10707, Attention: CEO or Corporate Secretary. Interested parties who wish to communicate directly with the presiding director of Board executive sessions or with the Company's non-management directors as a group may do so by writing to the address directly listed above, but by addressing such communication to the Chairman of the Nominating and Corporate Governance Committee. The letter should indicate if the author is a stockholder of Sterling, and, if shares are not held of record, should include appropriate evidence of stock ownership. Communications are reviewed by the Corporate Secretary and are then distributed to the Board or the individual Director, as appropriate, depending on the facts and circumstances outlined in the communications received. The President and CEO, however, may directly respond at his discretion. If appropriate, the Corporate Secretary may (1) handle an inquiry directly, or (2) forward a communication for response by another employee of Sterling. A copy of any such communication and response is forwarded to the Board at the next available Board meeting. The Corporate Secretary has the authority not to forward a communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

Board Leadership Structure and the Board's Role in Risk Oversight

The Board has reviewed the current Board leadership structure of the Company, the Bank and all affiliates, which consists of a separate Chairman of the Board and a President/CEO. The Chairman of the Board performs all duties and has all powers which are commonly incident to the office of Chairman of the Board or which are delegated to him by the Board, including presiding at all meetings of the stockholders and all meetings of the Board. The President and CEO has responsibility for the management and control of the business and affairs of the Company and has general supervision of all of the officers (other than the Chairman of the Board), employees and agents of the Company. The Board believes that separating the roles enhance both the independence of the Board and its effectiveness in discharging its responsibilities and that this procedure is currently the most appropriate Board leadership structure for the Company.

The Board has established an Enterprise Risk Committee whose responsibilities include overseeing all aspects of the enterprise-wide risk management and meets at least on a quarterly basis. The Enterprise Risk Committee's main responsibilities include providing specific oversight of the Company's enterprise-wide risk management functions and reporting to the Board on its activities. The Enterprise Risk Committee oversees the efforts of Company management in formulating strategies, policies and procedures with respect to the identification, measurement, management and control of all categories of risk, including (a) credit risk, (b) market and capital risk, including interest rate risk and liquidity and funding risk, (c) operational risk, including information technology and information security risk, (d) strategic business risk including business planning, human resources, legal and compliance, BSA/AML and financial reporting, and (e) reputation risk. In such capacity, the Enterprise Risk Committee is responsible for, among other things, overseeing the efforts of management in (i) fostering the establishment and maintenance of an effective risk management culture, (ii) assisting the Board in establishing prudent levels of risk consistent with the Company's strategic objectives and in promulgating appropriate corresponding reporting and escalation guidelines, (iii) assessing and monitoring the effectiveness of the Company's risk management leadership and infrastructure, (iv) monitoring trends within each category of risk, including those identified above, and also any interrelationship among multiple risks, (v) considering risk associated with any major new Company initiatives, (vi) assessing the Bank's capital management, planning and assessment process, including the DFAST related elements, and (vii) facilitating the education of the full Board, as necessary, with respect to any pertinent risk topics. In conjunction with the Enterprise Risk Committee, on a quarterly basis, the Chief Risk Officer presents a consolidated Risk Assessment Report to the Board covering credit risk, market and capital risk, operational and IT controls, information security, and strategic risks.

CORPORATE GOVERNANCE AND RELATED MATTERS

The Audit Committee also plays a role in risk oversight. The Audit Committee has oversight responsibility with respect to the integrity of the Company's financial reporting process and systems of internal controls regarding finance and accounting, as well as its financial statements.

Attendance at Annual Meetings of Stockholders

Sterling does not have a policy regarding director attendance at Annual Meetings of stockholders. All of our Directors at the time of the meeting attended, either in person or by phone, the prior year's Annual Meeting.

COMPENSATION DISCUSSION & ANALYSIS

COMPENSATION DISCUSSION & ANALYSIS

Executive Summary

Our Strategic Accomplishments

During 2017 we continued to expand Sterling's presence in the greater New York metropolitan region as a result of organic growth and our acquisition of Astoria. The acquisition, which doubled our size, significantly strengthened our deposit base and funding profile and accelerated our progress towards our goal of creating a high performing regional bank that focuses on serving commercial middle market clients and consumers. Our 2017 highlights include the following:

Given that Sterling incurred significant merger-related expense and restructuring charges in connection with the Astoria Merger, management and the Board also measure performance and operating results on an as adjusted basis. Adjusted net income available to common stockholders was $222.0 million and adjusted diluted earnings per share available to common stockholders was $1.40 in 2017.

On an adjusted basis, excluding the impact of merger-related expense and other restructuring charges, the Company’s adjusted return on average tangible assets was 1.27% and return on average tangible common equity was 15.17%. This compares to 1.20% and 14.90%, respectively, for 2016.

On an adjusted basis, excluding the impact of merger-related expense and other restructuring charges, the Company’s adjusted operating efficiency ratio was 41.8% in 2017 which represented an improvement of 440 basis points over 2016.

Highlights of 2017 Compensation Program and Actions

The Company's executive compensation program is designed to align total compensation with performance while enabling us to attract, motivate and retain high quality executive management. The Compensation Committee regularly reviews the Company's compensation programs to ensure they are consistent with safe and sound business practices, regulatory requirements, emerging industry trends and stockholder interests.

In conjunction with our significant acquisition and as a result of a study performed by Meridian Compensation Partners, LLC ("Meridian") in July 2017, the Compensation Committee approved certain changes in 2017 to base salary and short-term incentive targets as well as long-term incentive targets for the CEO and NEOs to be effective in 2018 and designed to provide a competitive pay structure that better aligns with the Company's peer group following the Astoria Merger and related integration.

COMPENSATION DISCUSSION & ANALYSIS

Our compensation program continues to focus on performance-based pay that reflects our achievements on an annual basis and our ability to deliver long-term value to our stockholders. We have a balanced approach to total compensation that includes a mix of base/fixed pay and variable/performance-based pay, cash and equity, and short- and long-term incentive compensation.

2017 Target Pay Mix

The charts below for Jack Kopnisky and our other NEOs illustrate the target compensation established for 2017, consisting of base salary, target annual incentive awards, and target 2017-2019 LTIP awards consisting of performance shares and restricted stock awards. For 2017, our compensation targets and pay mix were the following:

CEO Target Pay Mix	Other NEOs Target Pay Mix

Governance and Compensation Highlights

At our upcoming annual meeting on May 22, 2018, the Board proposes that our stockholders consider an amendment to our Certificate of Incorporation to eliminate the provisions requiring cause and a supermajority vote to remove a director, which our Board believes aligns with recent judicial interpretations of Delaware General Corporation Law and best corporate governance practices.

On January 24, 2017, the Company amended and restated its Bylaws to establish a mandatory retirement age of 75 for the Board members, to be effective immediately, and resulted in four (4) of the Company's Board members voluntarily resigning at the Company's 2017 annual meeting in order to comply with the new mandatory retirement policy. On May 23, 2017, the Company further amended and restated its Bylaws to provide the Board with the ability to appoint directors emeritus. Two former directors, who served on the Company's Board with distinction and excellence and provide unique perspective and historical guidance as former presidents of legacy companies comprising our current Company, have been appointed as directors emeritus.

At the annual meeting on May 23, 2017, eleven (11) Directors were elected to the Board for a one (1) year term. Upon the closing of the Astoria Merger (as set out in the terms of the Astoria Merger agreement), four (4) members from the former Astoria Board of Directors joined our Board effective October 2, 2017, increasing the size of the Board to fifteen (15) members. Two members of the Board of Directors, Monte Redman and Thomas Kahn, are retiring from the Board effective at the 2018 annual meeting. The remaining thirteen (13) existing members of the Company's Board will stand for re-election at the Company's 2018 annual meeting, as well as one (1) new Board nominee.

COMPENSATION DISCUSSION & ANALYSIS

The Compensation Committee continued to maintain the following compensation best practices for Executive Officers:

2017 Say-on-Pay Vote

At the Company's 2017 Annual Meeting, stockholders cast an advisory vote regarding the Company's executive compensation, or the Say-on-Pay vote; 96.6% of the votes cast on such proposal were voted in favor of the Company's executive compensation program. Given the significant level of support from the Company's stockholders, the Compensation Committee and the Board believe that the Company is taking a measured, informed and responsible approach to executive compensation which incorporates all of the Company's objectives and policies set forth above including, but not limited to, a pay for performance culture that retains executives who perform strongly. The Board and the Compensation Committee considered this substantial affirmation as one of many factors in crafting an executive compensation program that largely mirrors the stockholder approved approach and will continue to seek stockholder feedback on our compensation programs.

Role of the Compensation Committee

The Compensation Committee consists of no fewer than three (3) members of the Board, each of whom is independent. The Chairman of the Compensation Committee reports on material committee actions at Board meetings.

The Compensation Committee reviews all elements of compensation for the Company's NEOs, namely its President and CEO, CFO and the three (3) other most highly compensated executive officers. Elements of compensation are reviewed individually and in the aggregate, including a review of base salary, annual cash incentives, total cash compensation, long-term incentives and/or equity awards, total direct compensation, benefits and perquisites. In addition, the Compensation Committee reviews the interplay between pay and performance and considers all elements in the aggregate as part of an executive's total compensation package, taking into account the corporate goals and objectives. The Compensation Committee reviews its philosophy and executive compensation practices annually.

The Compensation Committee's major duties and responsibilities are the following:

COMPENSATION DISCUSSION & ANALYSIS

The Compensation Committee has the authority to delegate any of its responsibilities to one or more subcommittees consisting of one or more of its members, as the Committee deems appropriate in its sole discretion.

Role of Management

Although the Compensation Committee makes independent determinations on all matters related to compensation of the NEOs, certain members of management are requested to attend meetings and/or provide input to the Compensation Committee. Input may be sought from the CEO, Chief Human Resources Officer ("CHRO"), CFO, Chief Risk Officer ("CRO") or others to ensure the Compensation Committee has the information and perspective it requires to carry out its duties.

In particular, the Compensation Committee will seek input from the CEO on matters relating to strategic objectives, Company performance goals and an annual business plan. In addition, the CEO provides to the Compensation Committee a self-assessment of his annual performance, as well as summaries of executive officer performance and recommendations relating to executive officer compensation, for its review at the end of each year. The CEO is not present when the Compensation Committee discusses his performance and compensation.

The CHRO assists the Compensation Committee on the design, administration and operation of the Company's compensation programs. The CHRO may be requested, on the Compensation Committee's behalf, to work with the Compensation Committee's independent consultant to develop proposals for the Compensation Committee's consideration. The Compensation Committee also receives updates from the Company's CRO and CFO throughout the year as appropriate.

Although executives provide insight, suggestions and recommendations, only Compensation Committee members vote on decisions regarding executive compensation. The Committee regularly meets in executive session without management.

Role of the Compensation Consultant

The Compensation Committee has the authority to retain a compensation consultant to advise on executive compensation matters. The Compensation Committee also has access to outside legal counsel and other experts as needed. The compensation consultant and other experts serve at the request of the Compensation Committee, which has the power and authority to retain such experts and approve fees and retention terms.

The Compensation Committee retained Meridian in 2017 to serve as independent compensation consultant and to perform the following tasks, among others: conduct a review of the competitiveness and effectiveness of the Company's executive compensation program relative to market practice, assist in the design of equity-based performance awards, assist with year-end decisions and providing ongoing advice and counsel, as requested. Meridian also conducted a review of the competitiveness of the Company's director compensation program, which was presented to the Nominating and Corporate Governance Committee. Meridian reported directly to the Compensation Committee and did not perform any other services for the Company. In the event that the Company desires to seek Meridian's expertise for assistance with other issues not directly related to executive compensation, the Compensation Committee would first approve such activities.

In retaining Meridian, the Compensation Committee determined that, based on the information presented, Meridian was independent and that its engagement did not present any conflicts of interest. In making this determination, the Compensation Committee noted that (a) Meridian provided no other services to the Company other than compensation consulting; (b) no personal or business relationships exist between Meridian and members of the Board or executive officers; (c) Meridian and its consultants do not directly own any shares of the Company's stock; and (d) Meridian maintains a written policy designed to avoid conflicts of interest that may arise. Meridian also determined that it was independent from the executive officers and confirmed this in a written statement delivered to the Chairman of the Compensation Committee. Based on the above, the Compensation Committee reviewed and concluded that Meridian's services comply with the standards adopted by the SEC and NYSE regarding compensation advisor independence and conflicts of interest. The Compensation Committee will continue to monitor compliance with these requirements on an ongoing basis.

Executive Compensation Philosophy, Benchmarking and Components

Our executive compensation program is designed to align the interests of our executive officers with stockholders by rewarding performance against pre-established corporate financial goals, strong executive leadership and superior individual performance. By providing annual cash incentives, long-term equity compensation and conservative but competitive benefits, our goal is to attract, motivate and retain a qualified and talented team of executives who will help maximize the Company's long-term financial performance, growth, profitability and stockholder value.

COMPENSATION DISCUSSION & ANALYSIS

The Company's compensation program provides a significant portion of total compensation based on performance relative to short-term and long-term financial goals and encourages executives to maintain significant stock ownership in the Company. The Compensation Committee reviews at least annually the components of each NEO's compensation package and targets at least 50% of the total compensation opportunity to be based on a combination of short-term and long-term performance. We accomplish these objectives through an integrated total compensation program.

The Compensation Committee regularly assesses the components of the executive compensation program with advice from its independent compensation consultant. Periodically, the independent consultant will conduct a benchmarking study utilizing a peer group of banks of similar asset size, as well as a number of industry survey sources. The purpose of this assessment is to provide market perspective to the Compensation Committee as it sets base salaries and incentive opportunities for the next year. The Compensation Committee believes that periodic monitoring of the Company's programs and pay decisions, as well as that of its industry and peers, enables it to assess the effectiveness of pay decisions and ensure the executive compensation program meets desired objectives.

The following peer group was used for 2017 executive and director compensation decisions (the same peer group developed in 2015 for 2016 pay decisions). This peer group reflects banks of similar asset size and geographic region as the Company: approximately half to 2x the asset size of Sterling in 2015, with a median asset size of $12.5 billion in assets.

Following the Astoria Merger announcement, the Compensation Committee engaged Meridian to conduct a competitive review of executive compensation for the combined entity and the reorganized executive team. Meridian updated the peer group in order to reflect the Company's continued growth and its post Astoria Merger asset size. This peer group was used for certain 2017 executive base salary changes and will be used for fiscal 2018 executive and director compensation decisions. This new peer group reflects banks of similar asset size and expanded geographic region: approximately half to 2x the asset size of Sterling in 2017, with a median asset size of $29 billion in assets.

Our total compensation program includes the following components:

COMPENSATION DISCUSSION & ANALYSIS

Executive Compensation Program and Pay Decisions

Consistent with past years, the Company's total compensation program for 2017 consisted of four (4) main components: base salary, annual cash incentive compensation, long-term incentives/equity compensation and benefits. This section summarizes the programs and our pay decisions for 2017.

Base Salary

The Compensation Committee considered the competitive analysis provided by the independent consultant in 2015 and recommended the following changes to the base salary for Messrs. Whitwell and Blose, effective January 1, 2017, and Mr. Massiani, effective February 8, 2017. The 2017 salary increases were in recognition of expanded roles in light of recent Company growth. In July 2017, the Company promoted Mr. Finn to Senior Executive Vice President and the Compensation Committee correspondingly increased his base salary from $350,000 to $425,000. The Compensation Committee did not recommend any changes to Mr. Kopnisky's base salary, as his pay was within market practice.

COMPENSATION DISCUSSION & ANALYSIS

Annual Cash Incentive Compensation

An important element of our performance-based pay program is our Executive Officer Short-Term Incentive Plan (the "STI Plan"), which includes the participation of officers with the title of Senior Vice President and above. In February 2018, the Compensation Committee awarded annual cash incentive compensation to the NEOs pursuant to the STI Plan based on certain performance goals following the completion of the twelve (12)-month performance period ended December 31, 2017.

Performance Measures

Under the Sterling Bancorp 2015 Omnibus Equity and Incentive Plan (the "2015 Omnibus Plan"), performance measures are established by the Compensation Committee on an annual basis and are tied specifically to the Company's strategic plan and financial performance. In setting the NEOs' awards, the Compensation Committee considered a combination of corporate (earnings per share, available to common stockholders, as adjusted ("EPS"), return on average tangible assets, as adjusted ("ROATA"), business unit and individual performance factors. These factors included a review of the Company's overall performance relative to its 2017 strategic plan, the individual achievement of each NEO relative to annual goals and the NEO's overall contribution to the Company. The weights of these factors are summarized in the following table:

Each executive, except for our CEO, had business unit performance objectives specific to his or her role. For example, market presidents may have specific loan and deposit target goals while operational manager performance is measured mainly through efficiency and productivity metrics. Individual performance objectives focused on the contribution of the NEO to the successful execution of the Company's strategic plan in 2017.

The table below outlines the corporate metrics, targets and relative weightings established by the Compensation Committee for the NEOs for the year ended December 31, 2017:

Performance was assessed after the end of the performance period against the performance objectives. Cash incentive payments based on the Company's financial performance were made only if one or more financial metrics met or exceeded the thresholds established by the Compensation Committee.

Target Annual Incentive Opportunities

The STI Plan provides annual cash-based incentive opportunities (defined as a percentage of base salary) established by the Compensation Committee for each position based on role, responsibilities and market practice. Potential awards range from 50% of target for threshold performance to a cap of 150% of target for maximum performance. The 2017 annual incentive targets and ranges were the following:

COMPENSATION DISCUSSION & ANALYSIS

For each NEO, the target incentive value was based on base salary earnings for 2017 as follows:

2017 STI Plan Payouts - Corporate Performance Assessment

At the end of the year, the Compensation Committee determined a payout percentage based on the Company's financial performance, combined with an assessment of individual and business unit performance of the NEO. Based on how the Company performed against both EPS and its goals for ROATA, in addition to taking into consideration the Compensation Committee's discretionary assessment of the execution of the 2017 strategic plan, the Compensation Committee scored the corporate component at 144% of target for Messrs. Kopnisky, Massiani, Whitwell, Finn and Blose (See attached Annex A to this proxy statement for a description of the “As Adjusted” results shown in the table below to our GAAP results for purposes of Regulation G adopted by the SEC.)

2017 STI Plan Payouts - Business Unit and Individual Performance Assessment

In addition to the corporate component outlined above, the Compensation Committee also took into consideration each executive's execution of the Company's 2017 strategic plan, from each of a corporate, business and individual perspective.

In assessing the Company's 2017 strategic plan accomplishments generally, the Compensation Committee considered, among other factors, the following:

COMPENSATION DISCUSSION & ANALYSIS

Mr. Kopnisky, our Chief Executive Officer, is evaluated by the Compensation Committee from a discretionary perspective based upon the overall performance of the Company, including its accomplishment of strategic plans, stockholder return and certain material financial results of the Company for 2017.

For our executive officers other than our CEO, the Compensation Committee reviews each executive's performance relative to corporate, business and individual considerations. Below are the primary factors considered by the Committee when determining payouts for each other NEO:

Final STI Plan Payouts – 2017

Based on both the above performance measures and the Committee's assessment of strategic business unit and individual performance, the 2017 cash incentive payments were awarded as follows relative to the 2017 target value:

COMPENSATION DISCUSSION & ANALYSIS

Equity Compensation/Long-Term Incentives

Another key element of executive compensation is the Company's long-term incentive plan, which provides equity based compensation that supports our goals to provide performance-based compensation that is aligned with our stockholders' interests and serves as a long-term retention tool for high performing executives. Shares granted as part of the long-term incentive plan are issued from the 2015 Omnibus Plan.

The Company's annual long-term incentive program targets 60% of an award in performance shares while 40% of an award consists of time-vested stock. Performance shares vest based on adjusted 3-year ROATA and 3-year adjusted EPS growth compared to the KBW Regional Bank Index.  In addition, in order to be eligible to earn an award, two (2) performance hurdles must be achieved (EPS must be a minimum of $1.10 per share and ROATA must be a minimum of one hundred and eight (108) basis points at the end of the performance period). Restricted stock vests ratably over a three (3)-year period and is granted based on a holistic assessment of Company, individual performance and qualitative factors as determined by the Compensation Committee. Both awards have an additional one (1)-year hold period upon vesting. 

The Compensation Committee believes the long-term incentive program reinforces our strong focus on pay for performance and aligns our executives with stockholder interests. 

2017 Long-Term Incentive Grants

The Compensation Committee approved the 2017 equity grants summarized below. Performance shares were granted at target. For more information on the assumptions used in determining the fair value of these awards, refer to the "Grants of Plan-Based Awards in 2017" table included herein on page 43.

Vesting of Fiscal 2015-2017 Performance Share Awards

Our annual long-term incentive program rewards performance using both relative ROATA and relative EPS growth over a three-year cycle. Each year begins a new three-year performance cycle, and performance measures and payout range are established at the beginning of the cycle. The payout for such performance awards can range from 0% to 150% of target based 50% on the Company's ROATA ranking relative to the KBW Regional Bank Index and based 50% on the Company's EPS growth ranking relative to the KBW Regional Bank Index. For both the measurement of ROATA and EPS growth, each are measured against the index annually and the average of three-year rankings will determine performance.

COMPENSATION DISCUSSION & ANALYSIS

For each of the fiscal years ended December 31, 2015, 2016, and 2017, the Company had a ROATA of 1.10%, 1.13% and 1.20%, respectively, compared to the index peer group. The average percentile rank of the three years (69^th percentile) results in a payout of 138.8% of target:

For each of the fiscal years ended December 31, 2015, 2016 and 2017, the Company had EPS growth of 20.5%, 15.9%, and 26.6%, respectively, compared to the index peer group. The average percentile rank of the three years (89^th percentile) results in a payout of 150% of target.

The final payout is then calculated based equally on relative ROATA and relative EPS growth:

The final payout of 144.4% of target resulted in the following shares vesting under the fiscal 2015 performance awards for our NEOs:

⁽¹⁾ Messrs. Finn and Blose joined the Company effective June 30, 2015 from Legacy HVB upon the effectiveness of the HVB Merger.

Benefits

The Company sponsors a variety of benefit plans for all employees. These benefits include a tax-qualified 401(k) Plan (the "Sterling 401(k) Plan"), a tax qualified defined benefit pension plan, life insurance, and other health & welfare benefits.

COMPENSATION DISCUSSION & ANALYSIS

The Company also provides certain executive benefits and perquisites that are designed to provide benefits to executives to address tax code limitations. The Company's policy on benefits has been to provide benefits consistent with market practice.

Benefits and perquisites provided for executives include:

Other Matters

Impact of Accounting and Tax on the Form of Compensation

The Compensation Committee takes into account the various tax and accounting implications of compensation and benefit vehicles utilized by the Company.

Adjustment or Recovery of Awards

Under Section 304 of the Sarbanes-Oxley Act of 2002, if the Company is required to restate its financial statements due to material non-compliance with any financial reporting requirements based upon a judicial determination of misconduct, the CEO and the CFO must reimburse the Company for:

COMPENSATION DISCUSSION & ANALYSIS

The Company also maintains a clawback policy which provides that, in the event that the Company is required to prepare an accounting restatement, each executive officer shall reimburse the Company for part or the entire incentive award made to such executive officer on the basis of having met or exceeded specific targets for the performance periods subject to the restatement.  For purposes of this policy, (i) the term "incentive awards" means awards under the Company's 2015 Omnibus Plan and equity awards, the amount of which is determined in whole or in part upon specific performance targets relating to the financial results of the Company; and (ii) the term "executive officer" means any individual who is a current or former officer of the Bank within the meaning of Section 16(a) of the Exchange Act and Rule 16a-1(f). The Company may seek to reclaim incentive awards within a three (3)-year period of the incentive payout. 

Consideration of Prior Amounts Realized

In furtherance of the Company's strategy of emphasizing rewards for future superior performance, prior compensation outcomes, including stock compensation gains, are generally not considered in setting future compensation levels.

Stock Ownership Guidelines

The Nominating and Corporate Governance Committee has concluded that NEOs and Board members should own a significant amount of the Company's stock. Any person nominated, appointed or elected to the Board, in order to qualify as such, must own and thereafter continue to hold, at least 500 shares of the Company's common stock from the time of first appointment or election to the Board. In addition, the following individuals must own the number of shares stated below:

The period to achieve compliance is five (5) years from the day of first appointment to the Board or NEO position, unless approved otherwise by the Nominating and Corporate Governance Committee, which monitors ownership levels and compliance on an annual basis. Below is a summary of shares that qualify for the ownership requirements described above (unexercised stock options are excluded):

NEOs and Board members are expected to hold 75% of any net shares received through compensatory equity based grants until the ownership guidelines are achieved. Once a NEO or Board member achieves the ownership requirement, he/she is no longer restricted by this holding requirement; provided his/her total stock ownership level does not fall below the ownership guidelines. As of March 30, 2018, each of our NEOs and Board members met the applicable stock ownership guidelines.

COMPENSATION DISCUSSION & ANALYSIS

Anti-Hedging and Pledging Restriction Policy

Employment Arrangements

The Company and the Bank have entered into employment arrangements with all NEOs. On December 8, 2015, the Company entered into amended and restated employment agreements with both Mr. Kopnisky and Mr. Massiani. On October 31, 2016, the Company and the Bank entered into a new employment agreement with Mr. Whitwell and Mr. Blose to replace Mr. Whitwell's previous employment agreement and to replace Mr. Blose's previous Retention Letter Agreements dated as of November 1, 2013 and January 14, 2015, respectively. The Company and the Bank entered into a new employment agreement with Mr. Finn on November 10, 2016, that became effective on July 1, 2017. Such employment arrangements do not contain evergreen provisions nor Code Section 280G and 4999 golden parachute tax gross-up provisions. Additionally, we do not provide for the acceleration of vesting of stock options or restricted shares as a single trigger provision for potential payments upon a change in control. For a discussion of employment terms, see "Employment-Related Agreements and Potential Payments Upon Termination or Change in Control."

Compensation Committee Report

The Compensation Committee evaluates and establishes compensation for executive officers, including the NEOs. Although management has the primary responsibility for the Company's financial statements and reporting process, including the disclosure of the CD&A, the Compensation Committee has reviewed and discussed the CD&A with management and is satisfied it represents the philosophy, intent, and actions of the Compensation Committee with regard to executive compensation. Based on this review and discussion with management, we recommend to the Board that the CD&A be included in this Proxy Statement for filing with the SEC.

Richard O'Toole, Committee Chair

John Cahill

Patricia M. Nazemetz

Ralph F. Palleschi

Burt Steinberg

William E. Whiston

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is, or has been during the last completed year, an officer or employee of the Company or an officer or employee of any Company subsidiary. During 2017, none of our executive officers served on the Compensation Committee (or equivalent), or the Board of another entity whose executive officer(s) served on the Compensation Committee or Board of the Company.

Compensation Practice and Risk

The Compensation Committee considers annually, in establishing and reviewing the executive compensation program, whether the program encourages unnecessary or excessive risk taking. The goal of the Compensation Committee is to establish a compensation program designed to encourage prudent risk management and discourage inappropriate risk-taking by granting a diverse portfolio of compensation to the NEOs and other executive officers that is expected to reward the creation of stockholder value over time. To help achieve this goal, the Compensation Committee considers the risk profile of the primary compensation elements. The Compensation Committee believes that because the base salaries of the NEOs and other executive officers are fixed in amount they do not encourage inappropriate risk-taking. In addition, a significant proportion of compensation provided to the NEOs and other executive officers is in the form of equity awards that have performance and retention features that extend over a period of years. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk-taking because the ultimate value of the awards is tied to our stock price and other stockholder friendly measures (i.e., ROATA or EPS growth) and are subject to long-term vesting schedules to help ensure that the NEOs and other executive officers have significant value tied to long-term stock price performance. In particular, all equity compensation is either based on performance over a three (3)-year period or does not fully time vest for at least a three (3)-year period, which encourages the NEOs and other executive officers to focus on long-term performance in addition to annual results, further reducing risk-taking that is likely to produce only short-term benefits and allowing sufficient time for risk outcomes to emerge.

COMPENSATION DISCUSSION & ANALYSIS

In addition, awards under the STI Plan, the Company's former 2014 Stock Incentive Plan (the "2014 SI Plan") (which still has awards outstanding even though no new awards are made under this plan) and the 2015 Omnibus Plan are subject to clawback based on certain factors. See "Adjustment or Recovery of Awards" above. Such factors include the outcomes of our risk scorecard. The risk scorecard provides a formal structure to enable the Compensation Committee to systematically assess whether or not to adjust incentive compensation of our NEOs and executive officers in light of negative risk outcomes. Finally, and consistent with our compensation philosophy of rewarding the NEOs and other executive officers based on our long-term success, our Code of Ethics and Insider Trading Policy prohibit all employees, including the NEOs and other executive officers, from speculative trading in our stock.

Executive Compensation

The following table summarizes the compensation paid to our NEOs for fiscal years ended December 31, 2017, 2016 and 2015.