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.                         )

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400 Rella Boulevard,

Montebello, New York 10901

April 15, 2020

Dear Stockholders:

All of us at Sterling Bancorp hope this communication finds you safe and healthy. Our thoughts are with you, our stockholders, and all those that have been impacted by the novel coronavirus (COVID-19). As part of our precautions regarding COVID-19, we are closely monitoring statements issued by the World Health Organization, the Centers for Disease Control and Prevention and other federal, state and local governments. Sterling Bancorp and Sterling National Bank have taken every precaution and safety measures and modified our operations to protect our clients, colleagues and the communities in which we operate while continuing to meet the needs of our clients and stockholders. Sterling Bancorp’s management team meets on a daily basis to review the current situation and implement adjustments to operations to protect our clients and colleagues while continuing to service their needs so we can resume business as normal once this pandemic subsides. Some of the steps we are taking are set forth below.

OUR CLIENTS:

 

•

Sterling Bankers and Relationship Managers continue to be available to service your banking needs and banking transactions can be conducted through our digital banking services.

 

•

During these difficult times, we understand that many of our clients have been financially impacted. If you or your company has been impacted by COVID-19, speak with your Sterling Banker or Relationship Manager who will help to address your specific financial needs.

 

•

Financial relief for small businesses is available through the Small Business Administration’s Paycheck Protection Program (PPP) under the Coronavirus Aid, Relief and Economic Security (CARES) Act. This program provides federally guaranteed loans to small businesses. Relationship Managers have been assisting our clients through the application process.

OUR FINANCIAL CENTERS:

 

•

For those clients within the community that require transactions to be performed within our financial center footprint, safety measures have been implemented to protect both our clients and colleagues while adhering to social distancing requirements. Clients are encouraged to handle their transactions through drive-thru windows; however, as an added measure throughout the financial center network, we have reduced the length of time the lobby hours are open, limited the number of clients allowed within a location at any given time and have been serving clients from behind the teller lines.

 

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Any incidents of contact with individuals having the COVID-19 virus or potentially having exposure to the COVID-19 virus would require the financial center to temporarily suspend operations for a minimum two-week period to allow for the facility to be properly cleaned.

OUR COLLEAGUES:

 

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Colleagues with job responsibilities that allow them to work remotely were quickly migrated to that environment.

 

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For those colleagues whose job responsibilities require direct involvement at one of our many operational campuses, access to these buildings has been restricted to ensure our colleagues are operating in a safe and clean environment.

 

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During these uncertain and transitional times, balancing work-life responsibilities while tending to those within our care can place added stress on family members. Therefore, we have offered resources, seminars and self-help activities to our colleagues to provide soundness of mind and coping techniques to deal with this situation as one team. Human Resource Partners and Team Leaders remain in close contact with our colleagues addressing situations daily and adjusting to meet the needs of our colleagues.

OUR COMMUNITIES:

 

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During this difficult time, the Sterling National Bank Charitable Foundation has reached out to organizations within our communities to support programs that serve the most vulnerable and those affected by the current situation to provide over $250,000 in funding.

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These not for profit programs support LMI communities located in the NYC Metropolitan area, Long Island, Westchester County and Rockland County by supplying meals to school-aged children, seniors, veterans and others.

 

•

Support was also provided to local YMCAs as they provide emergency childcare for first responders.

The Board of Directors and the entire Sterling Bancorp Team have worked tirelessly to position the Company and Sterling National Bank to be able to continue their operations while addressing the needs of our clients, colleagues and the communities in which we serve. Our executive team has the experience to guide the Company and the Bank through these turbulent times and are working closely alongside our clients and colleagues as we partner through this unprecedented situation. Our Company is financially strong, has a well-capitalized asset position and has sufficient liquidity to overcome these trying times.

We thank you, our stockholders, for your loyalty to the Company as we continue to temporarily adjust our practices and weather this storm and continue to provide you with the enduring performance you have come to know from Sterling Bancorp.

Sincerely,

 

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

 

Notice of Annual Meeting of Stockholders		Date and Time:		Place:
		May 27, 2020		Virtual meeting; please visit
		11:00 a.m.		www.virtualshareholdermeeting.com/STL2020

April 15, 2020

Dear Stockholders:

The annual meeting of stockholders (the “Annual Meeting”) of Sterling Bancorp (the “Company,” “Sterling,” “we,” “our” or “us”) will be held on Wednesday, May 27, 2020, 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/STL2020. A secure control number that will allow you to attend the meeting electronically can be found on the enclosed proxy card or on the Notice of Internet Availability of Proxy Materials. Whether or not you plan to participate in the Annual Meeting, the Board of Directors of the Company (the “Board”) strongly encourages you to review the enclosed information and vote your shares. Your vote is important.

In line with prior practice, the Company intends to host a virtual meeting on the date and time noted above. However, due to the rapid changes in connection with the novel coronavirus (COVID-19), the Board reserves the right to reconsider the date and time of the Annual Meeting and postpone to a future date and time if necessary. In the event the Board determines it is necessary or appropriate to move the date and time of the Annual Meeting, the Company will announce this decision in a reasonable amount of time in advance, and details will be issued in a press release on the Company’s website and filed with the SEC.

The Company’s performance during 2019 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 believes that the Company’s executive compensation and corporate governance policies will continue to contribute to the Company’s ability to generate strong operating and financial performance and deliver short-term and long-term value for stockholders.

RECENT 2020 HIGHLIGHTS

 

•

Sterling National Bank Ranked #50 in Forbes’ 2020 List of America’s Best Banks. This list gauges the financial condition of each of America’s 100 largest banks and thrifts by assets and is based on a combination of ten key metrics related to growth, profitability, capital adequacy and asset quality. Sterling continues to maintain its high ranking position.

HIGHLIGHTS FOR THE YEAR ENDED DECEMBER 31, 2019

 

•

Strong Commercial Loan Growth in 2019. We continued to generate significant growth during the year ended December 31, 2019, as the Company’s commercial loan balances have increased $2.8 billion since December 31, 2018. Organic growth generated by our commercial banking teams was augmented by opportunistic loan portfolio acquisitions that included the equipment finance loan and lease portfolio and the asset based lending loan portfolio from Woodforest National Bank in February 2019 and the equipment finance loan and lease portfolio from Santander Bank in November 2019. These acquisitions supported our continued expansion into national markets and further diversified our loan portfolio.

 

•

Increase in Tangible Book Value and Earnings per Share. Tangible book value per common share continued to increase as a result of strong profitability, increasing by $1.31 to $13.09 at December 31, 2019 compared to $11.78 at December 31, 2018. Net income available to common stockholders for the year ended December 31, 2019 was $419.1 million or $2.03 per diluted share, compared to net income available to common stockholders of $439.3 million or $1.95 per diluted share for the year ended December 31, 2018. Adjusted net income available to common stockholders for the year ended December 31, 2019 was $426.9 million or $2.07 per diluted share compared to adjusted net income available to common stockholders of $449.6 million or $2.00 per diluted share for the year ended December 31, 2018.

 

•

Control over Operating Expenses. The Company has maintained strong controls over operating expenses. During 2019, the Company executed the consolidation of 24 financial centers, decreasing the total count of financial centers to 82 at December 31, 2019. Efficiencies gained through these reductions have allowed us to maintain our annualized adjusted operating expenses at similar levels to the prior year, as operating expenses were $421.8 million for the year ended December 31, 2019, an increase of $63 thousand compared to the year ended

December 31, 2018. Our adjusted operating efficiency ratio was 40.1% and 38.8% for the years ended December 31, 2019 and 2018, respectively.

 

•

Strategic Corporate Actions. During 2019, the Company completed the issuance of $275.0 million of subordinated notes that will be used for general corporate purposes including to redeem the senior notes maturing in June 2020 that were assumed in the merger with Astoria Financial Corporation.

 

•

Stock Repurchase Program. In 2019, the Company increased the amount of shares authorized to be repurchased under the Company’s existing repurchase program to 30.0 million shares. Throughout 2019, the Company repurchased a total of 19.3 million shares at a weighted average share price of $19.83, while maintaining a strong capital position to support organic growth and potential acquisitions. As of December 31, 2019, our Tangible Common Equity Ratio was 9.03%, Tier 1 Leverage Ratio was 9.55% and Total Risk-based Capital Ratio was 13.89%.

CORPORATE GOVERNANCE

The Board is committed to operating the Company in a manner aligned with our stockholders’ interests and maintaining conformity with all laws and regulations applicable to the Company’s operations.

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 frequent meetings with institutional investors and prospective investors. The Company has benefited from this open dialogue and looks forward to continuing this communication moving forward.

 

Record date: You can vote if you were a common stockholder of record on April 3, 2020.   This notice of Annual Meeting, proxy statement, and form of proxy are being distributed and made available on or about April 15, 2020.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS   To Be Held On May 27, 2020		400 Rella Boulevard, Montebello, New York 10901 (845) 369-8040

Notice is hereby given that the annual meeting of stockholders (the “Annual Meeting”) of Sterling Bancorp (the “Company,” ”Sterling,” “we,” “our” or “us”) will be held on Wednesday, May 27, 2020, at 11:00 a.m. Eastern Time. Due to concerns about the novel coronavirus (COVID-19), the Company reserves the right to postpone the date and time of the Annual Meeting with advance public notice via a press release of such determination. The Annual Meeting will be a virtual meeting of stockholders. You will be able to participate in the Annual Meeting, vote, and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/STL2020. 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:

 

1.	Election of thirteen (13) directors for a one (1) year term until their successors are elected and qualified;

 

2.	Approval, by advisory (non-binding) vote, of the compensation of the named executive officers;

 

3.	Ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2020; and

 

4.	The transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

 

IN THE CASE OF PROPOSAL 1, THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE. FOR PROPOSALS 2 AND 3, THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS.

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 April 3, 2020 are the stockholders entitled to vote at the Annual Meeting, and any adjournments or postponements thereof.

On or about April 15, 2020, we will mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to stockholders of record at the close of business on April 3, 2020, other than those stockholders who previously requested electronic or paper delivery of communications from us. The Notice contains instructions on how to access an electronic copy of our proxy materials, including our Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2019. The Notice also contains instructions on how to request a paper copy of the proxy materials.

You have three options for submitting your vote before the 2020 Annual Meeting:

 

• Internet through a computer or mobile device such as a tablet or smart phone; • Telephone call; or • Mail .

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

By Order of the Board of Directors

 

June Ann Byrnes

Corporate Secretary

Montebello, New York

April 15, 2020

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,” ”Sterling,” “we,” “our” or “us”) 2020 Annual Meeting:

 

Proposal		Our Board’s Recommendation		Votes Required for Approval
Proposal I. Election of Directors (page 4)   The Board of Directors of the Company (the “Board”) believes that the selected thirteen (13) director nominees possess the necessary qualifications, skills and experiences to continue to contribute to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management.		FOR EACH DIRECTOR NOMINEE		Plurality of the votes entitled to be cast in the election of directors is required to elect all proposed thirteen (13) directors to the Company’s Board.
Proposal II. Advisory Non-binding Vote to Approve the Compensation of the Named Executive Officers (“Say-on-Pay”) (page 14)   The Company has designed its compensation program 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 meaningful stock ownership in the Company. The Company seeks a non-binding advisory vote from its stockholders to approve the compensation of its named executive officers as described in the Compensation Discussion and Analysis section beginning on page 34 and the compensation tables section beginning on page 41. The Board and the Compensation Committee will take into account the outcome of the Say-on-Pay advisory vote when considering future executive compensation decisions.		FOR		Advisory (non-binding) vote; affirmative vote of at least a majority of the votes represented at the Annual Meeting, either in person or by proxy, is required to approve the compensation proposal for the Company’s named executive officers.
Proposal III. Ratification of the Appointment of Crowe LLP as Independent Registered Public Accounting Firm (page 15)   The Audit Committee of the Board (the “Audit Committee”) has appointed Crowe LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The Audit Committee and the Board believe that the continued retention of Crowe LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of the independent registered public accounting firm.		FOR		Affirmative vote of at least a majority of the votes represented at the Annual Meeting, either in person or by proxy, is required to approve the ratification of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

		TABLE OF CONTENTS

 

TABLE OF CONTENTS

 

 

 

Sterling Bancorp - 2020 Proxy Statement		i

		TABLE OF CONTENTS

 

 

 

ii		Sterling Bancorp - 2020 Proxy Statement

		PROXY STATEMENT

 

Sterling Bancorp

400 Rella Boulevard

Montebello, New York 10901

(845) 369-8040

ANNUAL MEETING OF STOCKHOLDERS

May 27, 2020

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,” “we,” “our,” “us” or the “Company”) to be used at the annual meeting of stockholders (the “Annual Meeting”), which will be held on May 27, 2020, at 11:00 a.m. Eastern Time, and all adjournments and postponements of the Annual Meeting. Due to concerns about the novel coronavirus (COVID-19), the Company reserves the right to postpone the date and time of the Annual Meeting with advance public notice via a press release of such determination. The accompanying Notice of Annual Meeting and this Proxy Statement are first being mailed to stockholders of record on or about April 15, 2020.

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 April 3, 2020 (the “Record Date”), are entitled to one (1) vote for each share then held. As of the Record Date, there were 194,460,279 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 Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 28, 2020 (the “2019 Annual Report”), available to our stockholders via the Internet.

On or about April 15, 2020, we mailed to our stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including this Proxy Statement and the 2019 Annual Report. The Notice of Internet Availability also instructs you on how to access your proxy card in order to vote through the Internet, by telephone or by mail. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail. Other stockholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote via the Internet, or have been mailed paper copies of our proxy materials and proxy card or vote instruction form.

Internet distribution of proxy materials is designed to expedite receipt by stockholders, lower the cost of the Annual Meeting, and conserve natural resources. However, if you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials contained on the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

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:

 

•

Any stockholder can attend the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/STL2020.

 

•

Webcast starts at 11:00 a.m. Eastern Time.

 

•

Stockholders may vote and submit questions while attending the Annual Meeting on the Internet.

 

•

Please have your 16-digit control number to enter the Annual Meeting.

 

Sterling Bancorp - 2020 Proxy Statement		1

		PROXY STATEMENT

 

•

Information on how to attend and participate via the Internet is posted at www.virtualshareholdermeeting.com/STL2020.

 

•

Webcast replay of the Annual Meeting will be available for one year after the meeting date on the Company’s website at www.sterlingbancorp.com.

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 and III set forth in this Proxy Statement and in the discretion of the persons appointed as proxies upon the transaction of such other business as may properly come before the Annual Meeting. Other than the matters listed in the attached Notice of Annual Meeting of Stockholders, the Board knows of no additional matters that will be presented for consideration at the Annual Meeting.

Brokers holding shares in street name for clients who are beneficial owners of such shares are prohibited from giving a proxy to vote such clients’ shares on “non-routine” matters in the absence of specific instructions from such clients. 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 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 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. Broker non-votes will not affect the outcome of the vote. 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, she or it plans to participate in the Annual Meeting via live webcast, is requested to vote electronically via the Internet or by telephone or by signing, dating and returning the proxy card without delay in the postage-paid envelope if 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, her or its 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. Further, abstentions and broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business. 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.

 

2		Sterling Bancorp - 2020 Proxy Statement

		PROXY STATEMENT

 

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 remained in effect for eligible employees as defined under their plan terms with the Astoria Plans being frozen to new participants effective October 2, 2017.

The Bank merged the Astoria 401(k) Plan with the Sterling National Bank 401(k) and Profit Sharing Plan (the “Sterling 401(k) Plan”) effective January 1, 2019. The Board of Directors approved the termination of the Astoria Pension Plan, effective on December 31, 2018 for which the appropriate filings to governmental agencies and liquidation were finalized in the third quarter of 2019. The termination of the Astoria Pension Plan resulted in a $12 million pre-tax gain and a $17 million pension reversion asset. The Bank has up to seven years to utilize these assets in a qualified manner.

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. 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 April 3, 2020.

 

Sterling Bancorp - 2020 Proxy Statement		3

		PROPOSAL I

 

The Board currently consists of thirteen (13) members, each of whom serves a one-year term which will expire May 27, 2020, at our Annual Meeting.

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 in the election of directors. 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 25, “Nominating and Corporate Governance Committee.”

The Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) has nominated the current thirteen (13) existing members of the Board to serve as directors for a one (1) year term until the 2021 annual meeting of stockholders:

• John P. Cahill		• Mona Aboelnaga Kanaan		• Maureen Mitchell		• Ralph F. Palleschi
• Navy E. Djonovic		• Jack Kopnisky		• Patricia M. Nazemetz		• Burt Steinberg
• Fernando Ferrer		• James J. Landy		• Richard O’Toole		• William E. Whiston
• Robert Giambrone

 

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NOMINEE AS DIRECTOR.

*     *      *

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 27, 2020 at our 2020 Annual Meeting. If elected at the 2020 Annual Meeting, each nominee’s term will expire at the 2021 annual meeting of stockholders. 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 October 2017 merger of Astoria Financial Corporation (“Legacy Astoria”) with and into Sterling Bancorp (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 its 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.

 

4		Sterling Bancorp - 2020 Proxy Statement

		PROPOSAL I

 

 

 

Sterling Bancorp - 2020 Proxy Statement		5

		PROPOSAL I

 

 

6		Sterling Bancorp - 2020 Proxy Statement

		PROPOSAL I

 

 

Sterling Bancorp - 2020 Proxy Statement		7

		PROPOSAL I

 

 

8		Sterling Bancorp - 2020 Proxy Statement

		PROPOSAL I

 

 

Sterling Bancorp - 2020 Proxy Statement		9

		PROPOSAL I

 

 

10		Sterling Bancorp - 2020 Proxy Statement

		PROPOSAL I

 

 

Sterling Bancorp - 2020 Proxy Statement		11

		PROPOSAL 1

 

DIRECTOR INDEPENDENCE

The Board has determined that each of the current Company directors, 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”). Neither Mr. Kopnisky nor Mr. Landy is independent as Mr. Kopnisky is our CEO and Mr. Landy was party to a consulting agreement with the Company that terminated on June 30, 2017. 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.

BOARD DIVERSITY AND TENURE

Consistent with the Company’s Corporate Governance Guidelines, the composition of the board includes a broad range of skills, expertise, industry knowledge and diversity of opinion. Approximately 30.8% of our directors are women; and the majority of Board members are independent under the rules of the NYSE.

 

 

12		Sterling Bancorp - 2020 Proxy Statement

		PROPOSAL 1

 

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. Should any director meet these requirements, the Nominating and Corporate Governance Committee will monitor the relationship and any 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:

 

Guideline Criteria

Mona Aboelnaga   Kanaan

Reputation for integrity, honesty and adherence to high ethical standards

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Willingness and ability to contribute positively to the collegial decision making process of the Board

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Demonstrated business and financial acumen and experience

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Prominence within professional discipline and/or industry

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Commitment to attend and participate in Board and Board Committee meetings regularly

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No conflict of interest that would impair ability to represent the interests of all Company stockholders and fulfill responsibilities of a director

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Contribute to Board diversity (in terms of race, gender, national origin, etc.)

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Strengths and experience that contribute to ability to serve effectively on one or more Board Committees (audit, compensation, governance and nominating)

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Experience in leading mergers and acquisitions

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Familiarity with capital markets, financing transactions

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Experience in integrating acquired businesses after mergers and acquisitions strategy, and investor relations

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Experience identifying, evaluating and managing corporate risk

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Current or past board member of another mid-cap or large public company

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Sterling Bancorp - 2020 Proxy Statement		13

		PROPOSAL II

 

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 named executive officer 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 NEO 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 the 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 2019 Annual Meeting, 97.8% of the votes cast on the Say-on-Pay proposal were voted in favor of the Company’s NEO 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 NEO 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 NEO 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.

 

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION PROPOSAL.

*     *     *

 

 

14		Sterling Bancorp - 2020 Proxy Statement

		PROPOSAL III

 

The Audit Committee of our Board (the “Audit Committee”) has approved the engagement of Crowe LLP (“Crowe”) to be Sterling’s independent registered public accounting firm for the year ending December 31, 2020. At the Annual Meeting, stockholders will consider and vote on the ratification of the engagement of Crowe for Sterling’s year ending December 31, 2020. A representative of Crowe 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 as the independent registered public accounting firm for 2020, the proposal must receive the affirmative vote of 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 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 governance practice. If the stockholders fail to ratify the selection of Crowe, 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.

The Audit Committee recommends the ratification of Crowe as the independent registered public accounting firm for the year ending December 31, 2020. Crowe has had a long standing relationship with the Company since 2007. During this tenure, Crowe has developed a deep understanding of the Company, its operations and risk management practices and has expanded its audit scope to address the Company’s acquisitions and organic growth. Crowe has the technical experience, industry knowledge and technology to support the size of the Company and its expansion efforts. Stringent industry standards implemented by the Public Company Accounting Oversight Board promulgate procedures for review with annual inspection reports. Crowe has shown consistency in achieving high results that are relayed to the members of the Audit Committee and the members of the Board.

AUDIT, AUDIT RELATED, TAX RELATED AND OTHER FEES

The following table reflects the aggregate fees billed to us by Crowe for professional services rendered by the firm for audit and tax services for the period ended December 31^st as defined:

 

		2018				2019
Audit Fees (1)		$	1,300,000			$	1,700,000
Audit Related Fees (2)			237,800				150,000
Tax Related Fees (3)			297,241				346,731
All Other Fees (4)			225,304				173,098

 

(1)

Aggregate fees 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 in connection with statutory and regulatory filings and engagements. Included in the 2019 Audit Fees are fees related to the Company’s acquisition of the equipment finance loan and lease portfolio and the asset based lending loan portfolio from Woodforest National Bank, the equipment finance loan and lease portfolio from Santander Bank and the fees related to the adoption of the ASC842 Leases and ASC326 Current Expected Credit Losses.

(2)

Assurance and related services of the audit and review of the financial statements provided in connection with the systems conversion resulting from the Astoria Merger and the acquisition of Advantage Funding Management Co., Inc. (in the case of 2018), the Company’s issuance of subordinated notes (in the case of 2019) and the consent and review of regulatory filings and capital market offerings that are not already reported in “Audit Fees”.

(3)

Services rendered for tax consultations and tax compliance.

(4)

Internal audit services with respect to regulatory compliance consulting.

 

Sterling Bancorp - 2020 Proxy Statement		15

		PROPOSAL III

 

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 2018 and 2019, respectively.

 

THE AUDIT COMMITTEE OF THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF CROWE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2020.

*     *     *

 

16		Sterling Bancorp - 2020 Proxy Statement

		SECURITY OWNERSHIP

 

The following table sets forth certain information regarding beneficial ownership of our common stock as of April 3, 2020, by:

 

✓ each person, or group of affiliated persons, known to us to beneficially own more than 5% of the outstanding shares of our common stock;   ✓ each of our directors;   ✓ each person who was a NEO; and   ✓ all of our directors and executive officers as a group.

The percentages shown in the following table are based on 194,460,279 shares of common stock outstanding as of April 3, 2020. 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 April 3, 2020, 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.

 

Name		Amount and Nature of Beneficial Ownership				Percent of Class
Directors
John P. Cahill			25,042	(1)			*
Navy E. Djonovic			18,999				*
Fernando Ferrer			30,925	(2)			*
Robert Giambrone			15,718	(3)			*
Mona Aboelnaga Kanaan			2,087				*
James J. Landy			381,831	(4)			*
Maureen Mitchell			4,337				*
Patricia M. Nazemetz			16,118				*
Richard O’Toole			43,999				*
Ralph F. Palleschi			80,797	(5)			*
Burt Steinberg			268,849	(6)			*
William E. Whiston			23,766				*
Named Executive Officers
Jack Kopnisky			571,582	(7)			*
Luis Massiani			203,672	(8)			*
Rodney Whitwell			67,857				*
Michael E. Finn			80,274				*
Thomas X. Geisel			35,099				*
All Directors and Executive Officers as a Group (19 persons)(9)			1,870,952				0.96%

 

Sterling Bancorp - 2020 Proxy Statement		17

		SECURITY OWNERSHIP

 

Name		Amount and Nature of Beneficial Ownership				Percent of Class
BENEFICIAL OWNERS HOLDING MORE THAN 5%
BlackRock Inc. 55 East 52nd Street New York, New York 10022			18,269,069	(10)			9.2%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355			18,536,192	(11)			9.17%
Wellington Management Group LLP 280 Congress Street Boston, MA 02210			16,267,494	(12)			8.05%
Dimensional Fund Advisors LP Building One – 6300 Bee Cave Road Austin, TX 78746			10,432,188	(13)			5.16%

 

(1)	The shares shown as owned by Mr. Cahill include 2,676 common shares owned indirectly in an Individual Retirement Account and 1,327 shares of phantom stock.

(2)	The shares shown as owned by Mr. Ferrer include 211 common shares owned indirectly in an Individual Retirement Account.

(3)	The shares shown as owned by Mr. Giambrone include 1,000 common shares owned indirectly in an Individual Retirement Account and 1,575 common shares owned indirectly by his mother.

(4)	The shares shown as owned by Mr. Landy include 15,240 shares held jointly with his spouse and 150,146 common shares owned by his spouse of which he disclaims beneficial ownership.

(5)	The shares shown as owned by Mr. Palleschi include 80,797 common shares indirectly owned by the Ralph F. Palleschi 1998 Family Trust.

(6)	The shares shown as owned by Mr. Steinberg include 116,112 common shares held by trusts and 10,883 shares owned indirectly in an Individual Retirement Account.

(7)	The shares shown as owned by Mr. Kopnisky include 10,000 common shares owned by his spouse, beneficial ownership of which he disclaims, 4,461 shares owned jointly with his spouse and 54,435 common shares underlying stock options exercisable within 60 days.

(8)	The shares shown as owned by Mr. Massiani include 46,169 common shares underlying stock options exercisable within 60 days.

(9)	Total includes all Executive Officers, including Messrs. James Blose and Javier Evans.

 

(10)

Based upon information contained in the Schedule 13G/A filed by BlackRock Inc. (“BlackRock”) with the SEC on February 5, 2020, BlackRock beneficially owned 18,269,069 shares of common stock as of December 31, 2019, with sole voting power over 17,518,440 shares, shared voting power over 0 shares, sole dispositive power over 18,269,069 shares and shared dispositive power over 0 shares.

 

(11)

Based upon information contained in the Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on February 10, 2020, Vanguard beneficially owned 18,536,192 shares of common stock as of December 31, 2019, with sole voting power over 108,810 shares, shared voting power over 39,839 shares, sole dispositive power over 18,418,633 shares and shared dispositive power over 117,559 shares.

 

(12)

Based upon information contained in the Schedule 13G/A filed by Wellington Management Group LLP (“Wellington”) with the SEC on February 14, 2020, Wellington and its subsidiaries beneficially owned 16,267,494 shares of common stock as of December 31, 2019, with sole voting power over 0 shares, shared voting power over 14,923,013 shares, sole dispositive power over 0 shares and shared dispositive power over 16,267,494 shares.

 

(13)

Based upon information contained in the Schedule 13G filed by Dimensional Fund Advisors LP (“Dimensional Fund”) with the SEC on February 12, 2020, Dimensional Fund and its subsidiaries beneficially owned 10,432,188 shares of common stock as of December 31, 2019, with sole voting power over 10,432,188 shares, shared voting power over 0 shares, sole dispositive power over 10,432,188 shares and shared dispositive power over 0 shares.

DELINQUENT SECTION 16(a) REPORTS

Our executive officers, directors and beneficial owners of greater than 10% of our 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 2019, 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) one Form 4 for Mr. Javier Evans for the payment of tax liability for the vesting of a restricted stock award; (ii) one Form 4 for Mr. Javier Evans for the sale of common stock; (iii) one Form 4 for Mr. Rodney Whitwell for the exercise and sale of stock options; and (iv) five Form 4s for Mr. Robert Lazar for the purchase of phantom stock as acquired and the required distribution election of phantom stock under pre-determined elections under the guidelines of the Company’s Deferred Compensation Plan.

 

18		Sterling Bancorp - 2020 Proxy Statement

		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.

 

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Name		Age		Positions Held With Sterling Bancorp
Luis Massiani		43		Senior Executive Vice President and Chief Financial Officer
Rodney Whitwell		61		Senior Executive Vice President and Chief Administrative Officer
Michael E. Finn		55		Senior Executive Vice President and Chief Risk Officer
Thomas X. Geisel		58		Senior Executive Vice President and President Corporate Banking
James Blose		51		Executive Vice President and General Counsel
Javier Evans		58		Executive Vice President and Chief Human Resources Officer

 

LUIS MASSIANI

•

Senior Executive Vice President (since October 2014) and Chief Financial Officer (since December 2012) of the Company

•

President (since January 2020) and Chief Financial Officer (since December 2012) of the Bank

•

Executive Vice President and Chief Financial Officer at Legacy Provident and Legacy Provident Bank (December 2012 to October 2014)

CAREER HIGHLIGHTS:

•

Director of the Investment Banking Department of Credit Suisse Securities (USA) LLC (May 2011 to December 2012)

•

Vice President, then later, a Director, of the Investment Banking Department of Citadel Securities LLC (September 2009 to May 2011)

 

RODNEY WHITWELL

•

Senior Executive Vice President (since October 2014) and Chief Administrative Officer (since July 2017) of the Company and the Bank

•

Chief Operating Officer (June 2015 to July 2017) of the Company and the Bank

•

Chief Risk Officer (November 2013 to June 2015) of the Company and the Bank

•

Executive Vice President and Chief Operating Officer (November 2011 to November 2013) of the Company and the Bank

CAREER HIGHLIGHTS

•

Principal at Mercatus, LLC from 2010 to 2011

 

MICHAEL E. FINN

•

Senior Executive Vice President (since July 2017) and Chief Risk Officer (since June 2015) of the Company and the Bank

CAREER HIGHLIGHTS:

•

Executive Vice President, Chief Risk Officer of HV Bank (January 2014)

•

Senior Advisor to the Deputy Comptroller of the Office of the Comptroller of the Currency (August 2011 to December 2013)

•

Regional Director for the Office of Thrift Supervision (September 2004 to August 2011)

 

Sterling Bancorp - 2020 Proxy Statement		19

		CERTAIN INFORMATION ABOUT OUR EXECUTIVE OFFICERS

 

THOMAS X. GEISEL

•

Senior Executive Vice President and President Corporate Banking (since March 2018) of the Company and the Bank

•

Executive Vice President, Specialty Lending (March 2015 to March 2018)

•

Served as Consultant to the Company for special projects (June 2014 to March 2015)

CAREER HIGHLIGHTS:

•

Managing Partner of Templar Ventures LLC, a New Jersey-based merchant bank (December 2013 to March 2015)

•

President and Chief Executive Officer of Sun Bancorp Inc. and Sun National Bank (January 2008 to December 2013)

 

JAMES P. BLOSE, Esq

•

Executive Vice President and General Counsel (since June 2015) of the Company and the Bank

CAREER HIGHLIGHTS:

•

Executive Vice President, General Counsel and Secretary of HV Bank (October 2013 to June 2015)

•

Partner, Griffin, Coogan, Blose, Sulzer & Horgan, P.C. (December 2003 to October 2013)

 

JAVIER EVANS

•

Executive Vice President, Chief Human Resources Officer (since October 2017) of the Company and the Bank

CAREER HIGHLIGHTS:

•

Senior Vice President, Human Resources, Astoria Bank (March 2014 to October 2017)

•

Senior Vice President & HR Lead, Risk & Control Functions, Audit, Finance, Legal and Marketing, TD Bank USA (August 2013 to March 2014)

•

Director, Wholesale Banking, TD Securities (LLC) USA ( February 2012 to August 2013)

•

Senior Vice President, HR Lead, Retail & Commercial Banking Metro Suburban LI/CT CNJ, TD Bank USA AMCB (July 2011 to February 2012)

 

20		Sterling Bancorp - 2020 Proxy Statement

		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.

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.

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 Chair of the Nominating and Corporate Governance Committee presides over all executive sessions. During 2019, 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.

 

CURRENT COMMITTEE COMPOSITION

 

Board of Directors

Audit Committee

Compensation Committee

Executive Committee

Nominating & Corporate Governance Committee

Enterprise Risk Committee

Credit Risk Subcommittee

John P. Cahill

C

Navy E. Djonovic

Fernando Ferrer

Mona Aboelnaga Kanaan

Jack Kopnisky

Robert Giambrone

James J. Landy

C

Maureen Mitchell

Patricia M. Nazemetz

C

Richard O’Toole

C

Ralph F. Palleschi

Burt Steinberg

C*

William E. Whiston

C

No. of Meetings

10

8

7

1

3

4

4

 

Member

C

Chair

*	Audit Committee Financial Expert

 

Sterling Bancorp - 2020 Proxy Statement		21

		CORPORATE GOVERNANCE AND RELATED MATTERS

 

GOVERNANCE AND COMPENSATION HIGHLIGHTS

On May 29, 2019, upon approval by the stockholders at the 2019 annual meeting of stockholders, the Company amended and restated its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to eliminate provisions requiring cause and a supermajority vote to remove a director. Our Board believes this aligns with recent judicial interpretations of Delaware General Corporation Law and best corporate governance practices.

Copies of Sterling’s Corporate Governance Guidelines, Code of Ethics and the charters of each of the Audit, Compensation and Nominating and Corporate Governance Committees adopted by the Board are available on the Company’s Internet website (www.sterlingbancorp.com) under the heading “Governance Documents.” During 2019, our Board committees and highlights of their responsibilities are noted below.

 

COMMITTEE RESPONSIBILITIES

 

Audit Committee   Members:   Burt Steinberg, Chair   Navy Djonovic   Robert Giambrone   Mona Aboelnaga Kanaan   Mr. Lazar served on the Committee until his retirement at the 2019 Annual Meeting		The duties and responsibilities of the Audit Committee, as described in the committee’s Charter, include, among other things:   • Appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services;   • Preapproval of all auditing services and permitted non-audit services (including the fees and terms thereof);   • Review and discussion with management and the independent registered public accounting firm of the audited financial statements, quarterly financial statements and earnings press releases;   • Discussion with the independent registered public accounting firm of the matters required to be discussed by the Public Company Accounting Oversight Board’s Auditing Standards, including Statement on Auditing Standards No. 61, as amended, relating to the conduct of the audit;   • Annual evaluation of the independent registered public accounting firm’s internal quality control procedures, qualifications, performance and independence;   • Oversight of the internal audit function (including reviewing and approving the audit plan, monitoring corrective actions, and reviewing and recommending modifications to policies governing the Internal Audit Department);   • Review with management of the Company’s compliance program for compliance with laws and regulations; and   • Conduct an annual performance evaluation of the Audit Committee and annual review and reassessment of the adequacy of the Audit Committee Charter.   Audit Committee Financial Expert (as defined under SEC rules and regulations): Burt Steinberg All members are Independent and financially literate (as defined by Rule 10A-3 of the Exchange Act and in accordance with Listing Standards) The Committee met eight (8) times during 2019

 

22		Sterling Bancorp - 2020 Proxy Statement

		CORPORATE GOVERNANCE AND RELATED MATTERS

 

Compensation Committee   Members:   Patricia Nazemetz, Chair   John Cahill   Maureen Mitchell   Richard O’Toole   Ralph F. Palleschi   Mr. O’Toole served as the Chair of the Committee until the re-appointment of the Chair at the Company’s 2019 Annual Meeting		The duties and responsibilities of the Compensation Committee, as more fully described in the committee’s Charter, include, among other things:   • Determine the compensation of the CEO based on established goals and objectives;   • Determine the compensation of other executive officers;   • Review the succession plan for the Company and the Bank;   • Approve new appointments to the executive staff;   • Determine the cash incentive payments to the CEO, and other executive officers in accordance with the terms of the STI Plan (as defined herein); and   • Determine grants under stock benefit plans are made by members of the Compensation Committee who are considered “disinterested” for purposes described under Section 162(m) of the Internal Revenue Code (prior to the Tax Cuts and Jobs Act of 2017 (“TCJA”) changes thereto).   All members are Independent. The Committee met seven (7) times during 2019

 

Executive Committee   Members:   Richard O’Toole, Chair   Jack Kopnisky   John P. Cahill   Maureen Mitchell   Burt Steinberg		The duties and responsibilities of the Executive Committee, as described in the committee’s Charter, include, among other things:   • The Executive Committee reviews of significant matters that may be brought to the full Board;   • The Executive 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; and   • Matters reviewed by the Executive Committee are reported to the full Board at its next meeting.   Members with the exception Mr. Kopnisky are Independent. The Committee met one (1) time during 2019

 

Nominating and Corporate Governance Committee   Members:   John P. Cahill, Chair   Fernando Ferrer   Patricia M. Nazemetz   Richard O’Toole   Ralph F. Palleschi		The duties and responsibilities of the Nominating and Corporate Governance Committee, as more fully described in the committee’s Charter include, among other things:   • The periodic review of the size, structure and composition of the Board and its standing committees, including determining director independence and making recommendations for change when appropriate;   • Establish procedures for evaluating the performance of the Board and individual directors;   • Review and evaluate Board compensation and recommending changes thereto;   • Review the Certificate of Incorporation and Bylaws;   • Review the Company’s Corporate Governance Guidelines and Board policies such as the Company’s Code of Ethics and Insider Trading policy; and   • Establish and recommend to the Board the stock ownership guidelines for directors and management.   All members are Independent. The Committee met three (3) times during 2019

 

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Enterprise Risk Committee   Members:   William E. Whiston, Chair   Fernando Ferrer   Robert Giambrone   Mona Aboelnaga Kanaan   Jack Kopnisky   James J. Landy   Maureen Mitchell   Robert Lazar served on the Committee until his retirement at the Company’s 2019 Annual Meeting		The duties and responsibilities of the Enterprise Risk Committee, as more fully described in the committee’s Charter, include, among other things:   • Oversight of all aspects of enterprise risk management including cyber security;   • Fostering the establishment and maintenance of an effective risk culture;   • Establish prudent levels of risk consistent with the Company’s strategic objectives;   • Assessing and monitoring the effectiveness of the Company’s risk management leadership and infrastructure;   • Monitoring trends within each category of risk;   • Considering risk associated with any major new Company initiatives including potential acquisitions;   • Assessing the Company’s capital management, planning and stress testing assessment process;   • Apprising the Board as necessary on any pertinent risk topics;   • Guiding risk management training expectations for the Company; and   • Assisting the Board and overseeing 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.   Members with the exception of Messrs. Kopnisky and Landy are Independent. The Committee met four (4) times during 2019

 

Credit Risk Subcommittee   Members:   James J. Landy, Chair   Navy E. Djonovic   Fernando Ferrer   Mona Aboelnaga Kanaan   Jack Kopnisky   William E. Whiston   Robert Lazar served on the Credit Risk Subcommittee until his retirement at the 2019 Annual Meeting		The Enterprise Risk Committee’s Credit Risk Subcommittee performs the following duties and responsibilities:   • Oversee the Bank’s lending activities;   • Oversee the efforts of Bank management to maintain appropriate risk/reward metrics within the loan portfolio;   • Review with management trends in loan portfolio performance; and   • Review certain audits and regulatory examinations with respect to the Bank’s loan portfolio.   The Committee met four(4) times during 2019

 

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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:

 

•

Reviewed and discussed with management the Company’s audited consolidated financial statements for 2019;

 

•

Discussed with the independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board (“PCAOB”) standards, including PCAOB Auditing Standard No. 1301, Communications with Audit Committees; and

 

•

Received the written disclosures and the letter from the independent registered public accounting firm pursuant to applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence as currently in effect. These communications have been discussed with the Audit Committee and with the independent registered public accounting firm.

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, 2019, filed with the SEC on February 28, 2020.

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, Chair

Navy E. Djonovic

Robert Giambrone

Mona Aboelnaga Kanaan

 

CANDIDATES FOR DIRECTOR

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, if a director meets the required retirement age, 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, regulatory experience and corporate governance.

 

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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:   • A statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating and Corporate Governance Committee;   • The name and address of the stockholder as such information appears on Sterling’s books, and the number of shares of Sterling’s common stock that are owned beneficially by such stockholder. If the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership will be required;   • The name, address and contact information for the candidate, and the number of shares of common stock of Sterling that are owned by the candidate. If the candidate is not a holder of record, appropriate evidence of the stockholder’s ownership will be required;   • A statement of the candidate’s business and educational experience;   • Such other information regarding the candidate as would be required to be included in the Company’s Proxy Statement pursuant to SEC Regulation 14A;   • A statement detailing any relationship between the candidate and any client, supplier or competitor of the Company or its affiliates;   • Detailed information about any relationship or understanding between the proposing stockholder and the candidate; and   • A statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected.

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,” found on page 64.

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, 400 Rella Blvd., Montebello, New York 10901, 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 Chair 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.

 

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