Companies Flagstar Bank, National Association
Flagstar Bank, National Association (NYCB): executive pay, fiscal 2025
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CEO pay, last three years
- $34,817,072FY2024
- $7,655,500FY2025
CEO total pay was $7,655,500 in fiscal 2025, down from $34,817,072 in fiscal 2024.
FY2025: salary $1,250,000 · bonus $0 · stock awards $3,000,000 · option awards $0
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Joseph Otting | $1,250,000 | $0 | $3,000,000 | $0 | $3,375,000 | $0 | $30,500 | $7,655,500 |
| Executive Chairman, President and CEO | ||||||||
| 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 | ||||||||
| Kris Gagnon | 700,000 | 0 | 600,000 | 0 | 770,000 | 0 | 10,012 | 2,080,012 |
| Senior EVP/ Chief Credit Officer | ||||||||
| 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.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Joseph Otting | $7,655,500 | $34,817,072 | — | ↓ −27,161,572 |
| Bao Nguyen | 3,175,428 | 5,848,415 | — | ↓ −2,672,987 |
| Kris Gagnon | 2,080,012 | — | — | — |
| 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.
Incentive-plan design — the Compensation Discussion & Analysis
The Bank's compensation philosophy aims to reward executive management for implementing its turnaround strategy and creating long-term shareholder value. It emphasizes pay-for-performance, maintaining a strong governance framework to avoid excessive risk-taking, and aligning executive interests with shareholders through meaningful equity stakes and at-risk compensation.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Meridian Compensation Partners, LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
No plan-based awards are on file for this fiscal year.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Bao Nguyen | RSU | 50,590 | — | $636,928 |
| Kris Gagnon | RSU | 50,590 | — | 636,928 |
| George Buchanan | RSU | 77,611 | — | 977,122 |
| Lee Smith | RSU | 127,683 | — | 1,607,529 |
| Joseph Otting | RSU | 252,951 | — | 3,184,653 |
| Lee Smith | Option | 666,667 | 9.18 | — |
| Bao Nguyen | Option | 666,667 | 9.21 | — |
| Kris Gagnon | Option | 666,667 | 10.48 | — |
| Joseph Otting | Option | 2,083,335 | 6 | — |
Director compensation
No director compensation table is on file for fiscal year 2025.
Board fee structure and ownership guideline
| Annual cash retainer | $97,500 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 35,000 / 25,000 / 25,000 |
| Stock ownership guideline | — |
Peer group, and who names Flagstar Bank, National Association as a peer
Companies that benchmark against NYCB
8 companies name NYCB as a compensation peer
Each company listed discloses NYCB in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named NYCB in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Chief executive pay against the peer group
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 | Joseph Otting | $1,250,000 | $3,000,000 | $0 | $3,375,000 | $7,655,500 |
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.
Say-on-pay history and pay ratio
No say-on-pay vote is on file for this company.
CEO pay ratio
| Ratio (CEO : median employee) | 87 : 1 |
|---|---|
| CEO total compensation | $7,655,500 |
| Median employee compensation | $87,757 |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (8 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Joseph Otting. DEF 14A, filed 2026-04-30. Section “Executive Compensation Tables”. As printed: 7,655,500. View filing ↗
- Section 01, Bao Nguyen. DEF 14A, filed 2026-04-30. Section “Executive Compensation Tables”. As printed: 3,175,428. View filing ↗
- Section 01, Kris Gagnon. DEF 14A, filed 2026-04-30. Section “Executive Compensation Tables”. As printed: 2,080,012. View filing ↗
- Section 01, George Buchanan. DEF 14A, filed 2026-04-30. Section “Executive Compensation Tables”. As printed: 2,015,122. View filing ↗
- Section 01, Lee Smith. DEF 14A, filed 2026-04-30. Section “Executive Compensation Tables”. As printed: 1,793,309. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-04-30. Section “CEO Pay Ratio”. As printed: 87 : 1. View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Flagstar Bank, National Association (subject), Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in Flagstar Bank, National Association's own proxy. As printed: 7,655,500. View filing ↗