Dime Commercial Bancshares, Inc. (DCOM) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to the Annual Meeting of Shareholders of Dime Community Bancshares. I'm Kenneth Mahon, Executive Chairman of Board of Directors of Dime Community Bancshares. It is my pleasure, on behalf of the Board of Directors and the officers of Dime, to extend to you a warm welcome and to express our appreciation for participating in this meeting. This annual meeting is being held remotely as we competed last year due to the continuance of the COVID pandemic. Although a vaccine has become available, and there are indications that the worst of the pandemic may be over, your Board felt it important for the protection of all of the company's constituents to continue to practice social distancing until this annual meeting on the move. I would like to acknowledge the members of our Board of Directors who are attending today's annual meeting. Marcia Hefter, our lead Director; Rosemarie Chen; Michael Devine; Matthew Lindenbaum; Albert McCoy, Jr.; Raymond Nielsen; Vincent Palagiano; Joseph Perry; Kevin Stein; and Dennis Suskind. And if you would all wait for a minute, I'd like to give a shout out to one of our original shareholders at Dime back from 1996, Chester [ client handler ] is on the phone. Chester, we haven't seen you in a few years. I know you've been almost every shareholder meeting, but I see you out there, and it's nice to have you here. Maybe next year, we'll get to see each other again. And thank you all for attending, again. The shareholder meeting represents the culmination of months of hard work by our Board and executive team to get our 2 banks, Dime and Bridge assembled into 1 whole company as rapidly as possible. I hope you're looking forward as we are in the company presentation by Chief Executive Officer, Kevin O'Connor, later in the meeting. With that, I'll now turn it over to Kevin, who will conduct the business of the meeting.

Thank you, Ken. Good morning, and I'd also echo Ken's words to say what a difference a year makes. The new Dime, as we refer to it, is certainly different than either legacy Dime or Bridge. We're obviously larger, span a greater geography and have successfully navigated the pandemic. However, despite these changes and challenges, we remain a community bank, focused on our customers, emphasizing service, with the singular goal of building relationships with local businesses and individuals. We view with priority being responsible to our customers, the regulators, our communities, our employees and, most importantly, to you, our shareholders. We have a great team of bankers focused on this, and they are led by the following individuals: Stuart Lubow, who is our President and Chief Operating Officer; Avi Reddy, our Senior Executive Vice President and Chief Financial Officer; John McCaffery, Senior Executive Vice President and Chief Risk Officer; and Pat Schaubeck, Executive Vice President and General Counsel, who will act today as the Secretary of the meeting. Also participating today is Mark Parkhurst and Nicholas Bennett with Crowe LLP, the company's independent public accounting firm. The purpose of today's meeting is to vote on the matters reflected in the proxy statement and to provide a brief review of the activity of the company. The matters are as follows: first, to elect 12 directors of the company; second, to ratify the appointment of Crowe LLP; third, to approve the named executive offer compensation on a nonbinding advisory basis; and fourth, to approve the Dime Community Bancshares 2021 equity incentive plan. The Secretary of the meeting has a certified list of eligible shareholders of the company entitled to vote at this meeting, which will be available until the polls close. I will now ask Pat to make her report.

Thank you, Kevin. I'm in possession of proof by affidavit that notice of the meeting has been duly given, and that a proxy statement and form of proxy has been mailed to every shareholder of record as of April 1, 2021. There were 41,558,698 shares of the stock of the company outstanding on the record date. I also report that the Board of Directors has appointed Broadridge Financial Solutions to act as the inspector of election at this meeting and any adjournment thereof to count and examine all votes. Francis Byrd, the inspector of election has filed with me an oath of office and a certification that a quorum is present at this meeting.

Thank you, Pat. It's now my pleasure to declare the 2021 Annual Meeting of the shareholders of Dime Community Bancshares to be convened. In order to have a constructive annual meeting, we've prepared and made available on the portal of the agenda and rules of contact we will -- conduct we will follow for today's meeting. Questions may be submitted at any time during the meeting following the instructions on the portal. Shareholders and proxy holders who wish to ask questions and make comments are requested to observe these rules of conduct. A point in the proceedings has been designated for questions and discussions regarding the items of business being addressed. Later in the meeting, we will address general questions that have been submitted about the company. We will now proceed to the official business of this meeting. There are 4 matters before the shareholders for a vote. The first item of business is the election of directors. The Board of Directors is a nonclassified board with all directors elected annually. Directors serve for a term of 1 year and until their successors are elected and qualified. The Board of Directors on the recommendation of the Corporate Governance and Nominating Committee has nominated the following persons as directors. Each to serve for a term to expire at the annual meeting to be held in 2022. They are as follows: Ken Mahon, Marcia Hefter, Rosemarie Chen, Michael Devine, Matthew Lindenbaum, Albert McCoy, Raymond Nielsen, Kevin O'Connor, Vincent Palagiano, Joseph Perry, Kevin Stein and Dennis Suskind. The company has received no other nominations for directors in accordance with the procedures in the company's bylaws, allowing for the submission of additional nominations. And therefore, I declare the nominations for directors closed. We'll now proceed to the second item of business, which is to ratify the appointment of Crowe LLP to serve as the company's independent registered public accounting firm for the year ended December 31, 2021. The third item on the agenda is the approval on a nonbinding advisory proposal on named executive officer compensation by adopting the resolution as set forth in the proxy statement. The last item of business, the company is seeking shareholder approval of the Dime Community Bancshares, Inc. 2021 equity incentive plan. The Board of Directors unanimously recommend that the company's shareholders vote for the approval of all of the above proposals. The meeting is now open for discussion on the foregoing proposals. At this time, questions are limited to the proposals presented. We will again address any other questions concerning the company later in the meeting. I will now pause to see if there are any questions or discussion please. If there are no questions or comments, and since there is no other business on today's agenda, we will proceed with a balloting on the foregoing motions. If you have already voted by proxy and do not wish to change your vote, you need not vote in person at this meeting. If you wish to revoke your proxy and vote now, you may do so by following the instructions on the portal. If you need to vote or change your vote, please do now -- do so now. I will now pause to allow for any voting. [Voting]

That being done, I now declare the polls closed. The inspector is now making account and will submit during the course of this meeting, a preliminary report of the results of the votes as represented. While the inspector is counting the votes, we will now make a brief presentation regarding our company, which is much different than what was presented to you as shareholders of Dime and Bridge last year. The presentation is available for you to follow along on your screen. It's certainly a challenge to present this remotely as I'm used to doing this in person, but I will give it my best shot. We'll skip through the lawyer part and get to the first slide. The history of these 2 institutions is certainly story, and Ken has even shared a book commission celebrating Dime's 150th anniversary. In it, the goals and objectives of the Dime's founders were consistent with the founders of Bridgehampton National Bank over 110 years ago. They were to, if they were to paraphrase, service the financial needs of the merchant and citizens of the community. Although in the case of BNB, there was a specific reference to farmers, which were probably not a big target for Dime even back then. To recap the transaction, it was conceived in late 2019 and nurtured throughout early 2020. We decided at the outset of the pandemic to pause, but the rationale, as highlighted here, remains in place. We truly believe we are creating something that didn't exist in our market. But to put it simply, we have greater prospects together than apart with a common mission and focus. This led us to remain in contact, and we resume dialogue in June 2020 and made our successful announcement early July. We closed the transaction on February 1, and our accomplishments to date have only confirmed the common focus we have. We've restructured, rebranded and completed a quite complex integration, all while growing deposits and again, being a leader in supporting our communities by funding almost another $600 million of PPP wells. And as new M&A transactions are announced around us, we are poised to take advantage, as we have in the past, of market disruptions created by these. The map certainly tells the story of our compatibility. Dime started West moving East, successfully transforming its profile and mission. Bridge with its roots on the East has been moving west strongly, growing tenfold in the past dozen years by leveraging our culture, and focus as a community bank. We are again unique with #1 the market -- #1 market share of community-based banks in the greater Long Island footprint. And it should be said that if this was a state, it would be the 14th largest in the country, with great demographics on income, wealth and number of businesses. With $1 billion in capital, we have the size, scale and product to serve clients across the revenue and complexity spectrum. Turning to the balance sheet. It's really quite simple like our business model. We take local deposits, an emphasis on interest-free checking accounts and fund loans for local businesses and individuals. We emphasize real estate as collateral and strive to build relationships, providing both loan and deposit opportunities and becoming, we hope, the primary bank for our customers. Our loan portfolio is diverse within our footprint. We finance multifamily properties, a long time staple of Dime and other commercial real estate. We have a strong mix of C&I loans, and obviously, given the pandemic, a large commitment to PPP assets. We've also become more active in residential lending as a complement to our other lines of business. The focus going forward will be to expand our C&I business as we leverage our footprint and branch network, utilizing our increased expertise and scale to achieve this goal. As we look at deposits, the Bridge franchise was built with the belief deposits for King and DDA was the holy grail. This has been a focus throughout its history, and it's been a formula for long-term success. This philosophy has been echoed by Dime as we move from saving's bank to community bank. Today, this provides us with the most enviable deposit franchise in our footprint, not only in size, but in profile. Our combined DDA percentage was 24% of deposits when we announced the deal, and today it stands at almost 35%, inclusive of some PPP-related growth. We have a long-term goal of growing this to 40%. This mix translates into a cost of funds of only 25 basis points, which we will look to bring down over time as we continue to remix our funding base. And as you can see from the PPP, we have talked about this for our bank, we've done almost $2 billion over the course of the past year, 1.5 years. This has been a difficult year for so many. And as banks, we've had a few ways we can make a difference. Regulators provided relaxed rules allowing us to work with borrowers in deferring payments on loans as their tenants couldn't pay or their businesses were shutting. The fed reduced rates providing relief for carrying loans that were not paying. Perhaps the most innovative was the decision to use the SBA banking system to provide emergency PPP loans and businesses to keep people on the payroll and to pay other expenses as the revenue dried up. This provided our community bank the opportunity to be aggressive in serving our communities. Together, we provided over $2 billion in PPP loans to almost 5,000 companies. Or 12x the median of banks in our footprint. In fact, in round one, BB -- legacy BNB was a leading issuer of PPP loans in Nassau and [indiscernible] counties. This has led to a significant number of accolades from the community and local lenders, local leaders, as importantly, we established many new relationships and customer touch points. And this is the fertile ground we hope to leverage in growing our business. This type of customer focus is evident by these testimonials. My files are filled with many others praising the efforts of the bank and our people and helping our customers and neighbors navigate this difficult time. In fact, we are in possession of a trophy actually presented to us by an account and its clients as we funded over 30 of his businesses, including the trophy company. It was quite a proud moment for our team to be part of this solution. For Dime, it's not always about business, for our bankers, many of whom are shareholders and who are on this call. The history of both institutions has been rooted in the need to get back. We do this through direct donations and grants, but our employees take great satisfaction getting personally involved. They give it their time either in educating, serving on boards or just being the helping hand to get it done. In fact, during the pandemic, as other organizations pulled back, we moved forward. Yes, we gave dollars, but we also gave time. We managed 19 food distribution events getting food and supplies to the most vulnerable members of our communities. As a public company, we are keenly aware of our duty to you, and this governance profile reflects our commitment to this. With strong insight ownership and annual election of all directors and splits of many roles, we set strongly the boxes on good corporate governance. Before I run -- return to the meeting, I want to stress that this has been an exciting time as we put together these 2 storage franchises. We believe as an investment, we have tremendous opportunity to continue the growth and transformation of the new Dime. I look forward to making this presentation in person in future years to detail our achievements and successes. I want to, again, thank their Board for support and counsel. I also want to thank our team of dedicated bankers who are truly the ones creating the new Dime. They're the ones who built the system, developed the processes and are interacting with the customers and each other to make this work and deliver it to you, our shareholders. I'd now like to open the floor to general questions or comment to many of our shareholders. Well, thank you for your interest in our company. The inspector has completed the tabulation of the votes, and the Secretary will now read the results of the inspector's report.

Thank you, Kevin. All proposals have been voted on and approved. The inspector of election has furnished me with the preliminary results of the voting. Each of the nominees recommended by the Board of Directors has received the highest number of votes and have, therefore, been duly elected as directors of the company. The proposal to ratify the appointment of Crowe LLP as the independent registered public accounting firm for the company for the year ending December 31, 2021 received a favorable vote of 99.01% of the shares voted. Therefore, this proposal has been approved. The proposal to approve the resolution on executive compensation we received a favorable vote of 93.77% of the shares voted, and therefore, this proposal has also been improved. And lastly, the proposal on approval of the Dime Community Bancshares, Inc. 2021 equity incentive plan, received a favorable vote of 96.62% of shares voted. Therefore, this proposal has been approved. The final official results of the meeting will be filed on SEC Form 8-K within 4 business days of the date of this meeting.

Well, thank you, Pat. There being no further business. I'll now ask for Executive Chairman, Ken Mahon, to make his closing remarks to adjourn the meeting.

Thank you, Kevin. On behalf of the directors, I'd like to express our thanks to all of our executives and staff who worked so hard over the past year to ensure a speedy and seamless merger under the extraordinary conditions presented by the quarantine. I now declare the 2021 annual meeting of the shareholders of Dime Community Bancshares adjourned. Thank you all for participating.