Flagstar Financial (FLG) Proxy Filing summary

Executive summary

• Strategic actions in 2024–2025 focused on returning to growth and profitability, including leadership changes, capital raise, and business diversification.

• $1.05 billion capital raise in March 2024, sale of non-core businesses, and cost reductions improved capital and liquidity positions.

• Multi-family and commercial real estate loan concentrations reduced, with significant charge-offs and strategic sales.

• 2025–2027 Strategic Plan targets transformation into a top-tier, relationship-driven regional bank, customer-centric culture, and effective risk management.

• On track for full-year profitability in 2026, with expected profitability in Q4 2025.

Voting matters and shareholder proposals

• Election of three directors to three-year terms.

• Ratification of KPMG LLP as independent registered public accounting firm for 2025.

• Advisory vote on named executive officer compensation (say-on-pay).

• No shareholder-nominated director candidates for 2025; proxy access provisions in place.

Board of directors and corporate governance

• Board reconstituted in 2024 with significant turnover; new directors bring banking, finance, and regulatory expertise.

• 78% of board members are independent; all key committees are fully independent.

• Proxy access, majority voting, annual self-evaluations, and robust codes of conduct and ethics in place.

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

• Director compensation includes cash retainers and equity awards, with stock ownership guidelines.