Flagstar Bank (FLG) Proxy filing summary

Executive summary

• Returned to profitability in Q4 2025 after two challenging years, driven by strategic execution, balance sheet strengthening, and cost reductions.

• Reduced commercial real estate exposure by $7.6 billion (17%) and improved credit quality, while growing commercial and industrial lending and private banking.

• CET1 capital ratio rose to 12.83%, liquidity exceeded $27 billion, and stock price increased 35% in 2025.

• Operating expenses were reduced by $683 million (26%), and brokered deposits declined by 77%.

• Strategic plan focuses on transforming into a top-tier regional bank, enhancing customer-centric culture, and investing in technology.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors to one-year terms; (2) ratification of KPMG LLP as independent auditor for 2026; (3) advisory approval of executive compensation; (4) amendment to the 2020 Omnibus Incentive Plan to increase share reserve by 12 million shares.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight nominees, majority independent, with diverse expertise in banking, finance, technology, and government.

• Board declassified in 2025, eliminated supermajority voting, and adopted proxy access for shareholders.

• Committees include Audit, Compensation, Nominating and Corporate Governance, Risk Assessment, Technology and Operations, and Executive.

• Directors and executives are subject to stock ownership guidelines and annual self-evaluations.