Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Bao Nguyen | $700,000 | $690,000 | $600,000 | $0 | $1,050,000 | $0 | $135,428 | $3,175,428 |
| Senior EVP/General Counsel and Chief of Staff | ||||||||
| George Buchanan | 625,000 | 0 | 750,000 | 0 | 625,000 | 0 | 15,122 | 2,015,122 |
| Senior EVP/Chief Risk Officer | ||||||||
| Lee Smith | 700,000 | 0 | 0 | 0 | 1,050,000 | 0 | 43,309 | 1,793,309 |
| Senior EVP/ Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Bao Nguyen | $3,175,428 | $5,848,415 | — | −2,672,987 |
| George Buchanan | 2,015,122 | — | — | — |
| Lee Smith | 1,793,309 | 7,076,855 | — | −5,283,546 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Gagnon | Option | 666,667 | 10.48 | — |
| Otting | RSU | 252,951 | — | 3,184,653 |
| Bao Nguyen | RSU | 50,590 | — | 636,928 |
| Bao Nguyen | Option | 666,667 | 9.21 | — |
| Gagnon | RSU | 50,590 | — | 636,928 |
| George Buchanan | RSU | 77,611 | — | 977,122 |
| Otting | Option | 2,083,335 | 6 | — |
| Lee Smith | Option | 666,667 | 9.18 | — |
| Lee Smith | RSU | 127,683 | — | 1,607,529 |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-09 | 262,444,105 | 60,772,773 | 1,496,704 | 81.2% | Passed |
| 2024 | 2024-06-05 | 456,306,750 | 25,374,678 | 5,258,142 | 94.73% | Passed |
| 2023 | 2023-06-01 | 433,060,878 | 13,835,227 | 4,423,214 | 96.9% | Passed |
| 2022 | 2022-06-01 | 259,700,087 | 22,787,977 | 3,175,268 | 91.93% | Passed |
| 2020 | 2020-06-03 | 243,948,490 | 43,847,007 | 2,295,200 | 84.76% | Passed |
| 2019 | 2019-06-04 | 294,205,945 | 19,930,054 | 4,550,589 | 93.66% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-09 | 81.2%a |
| 2024 | 2024-06-05 | 94.73%b |
| 2023 | 2023-06-01 | 96.9%c |
a. Voting standard not stated in the filing.
b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will have no effect on the outcome of this Proposal.”.
c. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not count as votes cast and will have no effect on the outcome of this Proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Flagstar Bank, National Association | 2025 | Bao Nguyen | $700,000 | $600,000 | $0 | $1,050,000 | $3,175,428 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Bao Nguyen | DEF 14A | 2026-04-30 | 0000910073-26-000039 | Section “III. EXECUTIVE COMPENSATION TABLES”. As printed: 3,175,428. Filing ↗machine: r7 · c8 · span 1178675–1178684 |
| 2 | Section 01, George Buchanan | DEF 14A | 2026-04-30 | 0000910073-26-000039 | Section “III. EXECUTIVE COMPENSATION TABLES”. As printed: 2,015,122. Filing ↗machine: r10 · c8 · span 1195924–1195933 |
| 3 | Section 01, Lee Smith | DEF 14A | 2026-04-30 | 0000910073-26-000039 | Section “III. EXECUTIVE COMPENSATION TABLES”. As printed: 1,793,309. Filing ↗machine: r4 · c8 · span 1161924–1161933 |
| 4 | Section 06, 2026 vote | Form 8-K | 2026-06-11 | 0000910073-26-000062 | Item 5.07 · say-on-pay result. As reported: 81.2% (votes for as printed: 262,444,105). Filing ↗ |
| 5 | Section 06, 2024 vote | Form 8-K | 2024-06-10 | 0001193125-24-157842 | Item 5.07 · say-on-pay result. As reported: 94.73% (votes for as printed: 456,306,750). Filing ↗ |
| 6 | Section 06, 2023 vote | Form 8-K | 2023-06-05 | 0001193125-23-160576 | Item 5.07 · say-on-pay result. As reported: 96.9% (votes for as printed: 433,060,878). Filing ↗ |
| 7 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 8 | Flagstar Bank, National Association (subject), Section 10b CEO total | DEF 14A | 2026-04-30 | 0000910073-26-000039 | CEO total compensation as printed in Flagstar Bank, National Association's own proxy. As printed: 3,175,428. Filing ↗machine: r7 · c8 · span 1178675–1178684 |