Signature Bank : Notice of Annual Meeting and Proxy Statement 2021

March 12, 2021 at 12:31 pm EST

LETTER FROM THE INDEPENDENT MEMBERS OF THE BOARD

March 12, 2021

Dear Fellow Shareholders,

We are writing to you as the independent members of the Board of Directors (the "Board") of Signature Bank (the "Bank"). It is our duty and honor to serve as independent leaders representing you, our shareholders.

The COVID-19 pandemic has had a devastating effect on our global health and economies. Despite these unprecedent-ed times, Signature Bank has successfully navigated these challenges and delivered record organic growth in ﬁscal 2020. We are exceedingly proud of all that the Bank has accomplished during this difﬁcult period.

Signature Bank's Response to COVID-19

Throughout the crisis, we have maintained our focus on the health and well-being of our employees, their families and our communities and our clients. Following the onset of the pandemic, our leadership team took immediate steps to protect our employees and keep our operations running as an essential business. Speciﬁcally, we immediately imple-mented a work from home policy, including providing laptops to employees who did not have one but were otherwise able to perform their duties remotely, and implemented sanitation protocols and social distancing practices throughout our ofﬁces, including in our client-facing Financial Centers. Additionally, the Bank provided no-interest loans to our employees facing economic hardships due to the pandemic. In addition, the President and the Senior Executive Vice President-Corporate & Business Development held 5 town hall meetings with the workforce to provide reassurance, timely and valuable information, and address any questions or concerns. In the spring of 2020, we quickly developed a client portal and mobilized hundreds of employees across our organization to review and approve nearly $2 billion in PPP loans to approximately 5,000 clients. We supported our communities through a million-dollar donation to minority-and women-owned businesses affected by COVID-19 and civil unrest.

The Board added two additional Board meetings during the pandemic and continues to work in close coordination with the management team in its pandemic response.

Signature Bank's Story and Fiscal 2020 Highlights

Our Chairman, President and CEO and Vice Chairman founded the Bank to ﬁll a critical need in the marketplace for privately owned businesses, their owners and managers, which were not being adequately serviced by the large, money center banks. At the Bank, client care is highly personalized with a single point of contact approach. We believe our success and growth over the long term have been driven by our distinctive business model, and by our three founders who have built a ﬁnancial institution of veteran bankers with close client relationships.

Under the stewardship of our leaders, we have achieved remarkable long-term growth:

■ Our stock price was $135.29 as of December 31, 2020, an approximate 772% increase from $15.50 at our IPO in March 2004. Since ﬁscal year-end, our stock price has continued to perform, with an approximately 61% increase from December 31, 2020 through February 26, 2021.

■ Total assets reached $73.89 billion at December 31, 2020, all through organic growth.

Fiscal 2020 was a year of strong performance, even in the midst of the pandemic. Our performance on key metrics ranked highly among our peers. Below are some highlights of our strong performance and accomplishments achieved during 2020:

■ Total deposits grew a record $22.9 billion, or 56.8%, for the year.
■ Our record core loan growth was $7.8 billion for the year.
■ Our record asset growth was $23.3 billion, or 46% year over year, all organic and the equivalent of acquiring a top 50 bank.
■ We saw signiﬁcant growth from our Digital Banking Team and continued our expansion into California.
■ Pre-tax, pre-provision earnings for the year were $980 million, an increase of 16.2% over the prior year.

Our Shareholder Outreach Program

The Board takes our management oversight responsibilities seriously. Our key Board values are predicated on strong and effective governance, independent thought and decision making, and a commitment to drive shareholder value. Following extensive outreach to our shareholders in 2019, we had strong support from shareholders at the 2020 Annual

Meeting, with a greater than 90% approval in the Say-on-Pay advisory vote. In furtherance of our values to stay aligned with shareholders, we remain committed to stay in touch with our shareholders and continue to listen to your feedback.

Our 2020 outreach program was led by our Lead Independent Director and members of senior management. During the fall of 2020, we reached out to our top 40 shareholders representing 75% of our outstanding shares. Shareholders rep-resenting 33% of our outstanding shares agreed to engage with us as well as a proxy advisory ﬁrm. As is customary, we provided an open forum for our shareholders to discuss any topic of importance to them. We received valuable feedback from our shareholders during this outreach, including the following:

■ Shareholders were pleased with the signiﬁcant changes we made to our executive compensation program for 2020 and noted the overwhelming support by shareholders in last year's advisory say-on-pay vote.
■ Shareholders appreciate the diversity of our board and our organization and were pleased with the planned Board refreshment initiatives contained herein.
■ Shareholders are increasingly focused on ESG, including the board's oversight of ESG risks and opportunities, and appreciated the steps we've taken on ESG over the past year, as further discussed below.
■ Shareholders are increasingly focused on Diversity and Inclusion (D&I) at all levels of our organization.
■ Shareholders were interested in learning about our response to the COVID-19 pandemic.
■ Shareholders are looking more deeply at how banks integrate the analysis of climate change into their operations and risk management framework.

We Have Made Signiﬁcant Changes to our D&I and ESG Practices

We recognize D&I and ESG are critical to the success of any organization. They have been a priority for the Bank, as these initiatives permeate every aspect of the institution - from our corporate culture, client-facing teams and client re-lationships to the community partnerships we have forged. In that regard, we have taken the following steps to facilitate best practices and conduct better business:

Published our First Environmental, Social & Governance (ESG) Report:

■ Highlights our energy saving initiatives, including digital and mobile capabilities, paper and energy consumption, technology, and green lending.
■ Highlights our employee health initiatives, including our award-winning wellness program, which has earned top accolades from our health insurance partner, Cigna.
■ Highlights our commitments to our communities, including our Corporate Incentive for Volun-teering in the Community (CIVIC) Program, our signiﬁcant support for affordable housing in the communities we serve, and our prudent and responsible multifamily lending practices.
■ Highlights the strong commitment from our Board of Directors (which is racially, ethnically, gender- and sexual orientation-diverse) to maintain the highest possible ethical standards, and to maintain engagement with our shareholders, depositors, creditors and colleagues.
■ As part of our corporate governance initiatives, we are committed to a director refreshment policy, including through term limits. This year, two of our long tenured directors will not be standing for re-election, and we will be adding two new members to our board, one of whom is a woman.

Created a New Social Impact Committee of the Board:

■ Oversees and supports the development, implementation, effectiveness and communication of the Bank's social impact initiatives, programs, policies, and strategies, which will have oversight of the Bank's D&I and ESG matters.
■ Ensures social impact initiatives align with and support our business drivers and long-term strategy and are integrated into all teams, areas, and departments of the Bank.
■ Oversees key priorities and targets as they relate to sustainable banking, credit and broker-age investment practices and products, among other duties.

Hired a New Impact Banking Team:

■ Provides banking services to impact investors, conscious businesses, ﬁnancial intermediar-ies, foundations and not-for-proﬁts that support the development of sustainable and innova-tive businesses and community-based initiatives focused on climate, food, and social justice.

■

Product offering includes an Impact Certiﬁcate of Deposit, through which clients' deposits are earmarked for lending and/or investment into key sustainability initiatives. As part of the product offering, Signature Bank matches clients' funds dollar-for-dollar, thereby doubling the impact of the investment in sustainability.

Hired a Chief Social Impact Ofﬁcer:

■ Responsible for enhancing the Bank's D&I and ESG initiatives, which extend to all aspects of the franchise, including colleagues, clients and the communities served.

■

Goal is to integrate these initiatives into the Bank's culture to foster a stronger, more diverse and inclusive workforce that strengthens client relationships and community partnerships.

We hold ourselves accountable to shareholders and will continue to ensure our social impact programs are aligned with shareholder interests.

Your Support Is Important to Us

We are grateful for those of you who provided such valuable feedback. We hope to have your support on matters for your consideration in this proxy statement.

We are committed to maintaining an ongoing dialogue with you and encourage you to reach out with any additional questions or concerns before making your voting decisions. Thank you for your continued support of the Bank and your participation in the 2021 Annual Meeting.

Sincerely,

Kathryn A. Byrne

Derrick D. Cephas

Barney Frank

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SIGNATURE BANK

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 22, 2021

March 12, 2021

To the Shareholders of Signature Bank,

The Annual Meeting of the holders of common stock of the Bank will be held at 565 Fifth Avenue, New York, NY, 10017 on April 22, 2021 at 9:00 a.m., local time:

1. To elect three members of the Board to serve until their successors have been duly elected and qualiﬁed;
2. To ratify the appointment of KPMG LLP, an independent registered public accounting ﬁrm, as the independent auditors for the year ending December 31, 2021;
3. To hold an advisory vote on executive compensation, as described in these proxy materials;
4. To approve the continuation of the Bank's share repurchase plan, which allows the Bank to repurchase from the Bank's stockholders from time to time in open market transactions, shares of the Bank's common stock in an aggregate purchase amount of up to $500 million;
5. To approve an amendment to our Certiﬁcate of Organization to increase the number of authorized shares of capital stock from 125,000,000 to up to 186,000,000, with 125,000,000 shares being common stock and 61,000,000 shares being preferred stock;
6. To approve an amendment to the Amended and Restated 2004 Long-Term Incentive Plan (the "2004 Equity Plan") to increase the number of shares for issuance under the 2004 Equity Plan by 1,225,000 shares; and
7. To transact such other business as may properly come before the meeting or any adjournment thereof.

The Board has ﬁxed March 3, 2021 as the record date for the Annual Meeting with respect to this solicitation. Only hold-ers of record of the Bank's shares of common stock at the close of business on that date are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof as described in the Proxy Statement.

The Bank is taking advantage of procedures that allow companies to furnish proxy materials to their stockholders on the Internet. Accordingly, the Bank is sending a Notice of Internet Availability of Proxy Materials to its stockholders of record and beneﬁcial owners, unless they have directed the Bank to provide the materials in a different manner. The Notice of Internet Availability of Proxy Materials provides instructions on how to access and review all of the important information contained in the Bank's Proxy Statement and Annual Report to Stockholders, as well as how to submit a proxy over the Internet. If a stockholder receives the Notice of Internet Availability of Proxy Materials and would still like to receive a printed copy of the Bank's proxy materials, instructions for requesting these materials are included in the Notice of Internet Availability of Proxy Materials. The Bank plans to mail the Notice of Internet Availability of Proxy Materials to stockholders by March 12, 2021. The Bank will continue to mail a printed copy of this Proxy Statement and form of proxy to certain stockholders and it expects this mailing to begin on or about March 12, 2021.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE FOLLOW THE INSTRUC- TIONS IN THE BANK'S NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR PROXY. A PROXY MAY BE REVOKED BY A SHAREHOLDER ANY TIME PRIOR TO ITS USE AS SPECIFIED IN THE EN- CLOSED PROXY STATEMENT.

By Order of the Board,

Patricia E. O'Melia Corporate Secretary

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565 Fifth Avenue New York, NY 10017

P R O X Y S T A T E M E N T

TABLE OF CONTENTS

2021 Annual Meeting Information ....................................................................................... 1

About the Meeting .............................................................................................................. 2

Outstanding Voting Securities ............................................................................................. 5

Principal Shareholders ........................................................................................................ 6

Corporate Governance ....................................................................................................... 8

Directors and Nominees ................................................................................................... 19

Executive Ofﬁcers ............................................................................................................. 24

Executive Compensation .................................................................................................. 26

Business Performance Highlights ..................................................................................... 27

Engagement with Shareholders and Changes in Our 2020 Executive

Compensation Program .................................................................................................... 29

Compensation Philosophy and Process ........................................................................... 31

2020 Compensation Program & Pay Decisions ................................................................ 34

Best Practice Policies and Practices ................................................................................ 42

Potential Post-Employment Payments Upon Termination or Change in Control ............... 46

Compensation of Directors ............................................................................................... 51

Report of the Compensation Committee on Executive Compensation ............................. 52

Report of the Examining Committee ................................................................................. 53

Report of the Risk Committee .......................................................................................... 54

Report of the Credit Committee ........................................................................................ 55

Certain Relationships and Related Transactions .............................................................. 56

Equity Incentive Plan Information ..................................................................................... 57

Principal Auditor Fees and Services ................................................................................. 58

Election of Directors (Proposal No. 1) ............................................................................... 59

Ratiﬁcation of Independent Auditors (Proposal No. 2) ...................................................... 60

Advisory Vote on Executive Compensation (Proposal No. 3) ........................................... 61

Approval of the Stock Repurchase Plan (Proposal No. 4) ................................................. 62

Amendment to Our Certiﬁcate of Organization (Proposal No. 5) ...................................... 63

Amendment to the 2004 Equity Plan (Proposal No. 6) ..................................................... 65

Other Matters .................................................................................................................... 72

The Board is furnishing this Proxy Statement to solicit proxies for use at the Bank's Annual Meeting of Shareholders (the "2021 Annual Meeting"), to be held on April 22, 2021 at 9:00 a.m., local time, at 565 Fifth Avenue, New York, NY 10017, and at any adjournment of the meeting. Each valid proxy received in time will be voted at the meeting according to the instructions speciﬁed, if any. A proxy may be revoked at any time before the proxy is voted as outlined below.

2021 ANNUAL MEETING INFORMATION

This summary highlights information you will ﬁnd in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before you vote.

Date and Time:

April 22, 2021 at 9:00 a.m., local time

How to Vote

Location: Signature Bank 565 Fifth Avenue New York, NY 10017

Record Date: March 3, 2021

Proxy Mail Date:

On or about March 12, 2021

By Internet: Visit the website listed on your proxy card

By Phone: Call the telephone number on your proxy card

By Mail:

Sign, date and return your proxy card in the enclosed envelope

In Person: Attend the Annual

Meeting in New York, NY

Voting:

Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

Admission:

Admission to the 2021 Annual Meeting is limited to shareholders as of the record date or their duly appointed proxies. If you attend, please note that you may be asked to present valid picture identiﬁcation, such as a driver's license or passport.

2021 Annual Meeting Agenda and Vote Recommendations:

Matter

Board Vote Recommendation

Page

Reference (for more details)

Proposal 1

Election of Directors

FOR

Ratiﬁcation of Independent Auditors

Proposal 2

Proposal 3

Advisory Vote on Executive Compensation

Proposal 4

Approval of the Stock Repurchase Plan

Proposal 5

Approval of the Amendment to our Certiﬁcate of Organization

Proposal 6

Approval of the Amendment to the 2004 Equity Plan

FOR 60

FOR 61

FOR 62

FOR 63

FOR 65

ABOUT THE MEETING

What is the purpose of the annual meeting?

At our 2021 Annual Meeting, shareholders will act upon the following matters which are outlined in the enclosed notice of meeting:

1. The election of three members of the Board to serve until their successors have been duly elected and qualiﬁed;
2. The ratiﬁcation of the Bank's independent auditors;
3. An advisory vote on executive compensation;
4. To approve the continuation of the Bank's share repurchase plan, which allows the Bank to repurchase from the Bank's stockholders from time to time in open market transactions, shares of the Bank's common stock in an ag-gregate purchase amount of up to $500 million;

5. To approve an amendment to our Certiﬁcate of Organization to increase the number of authorized shares of cap-ital stock from 125,000,000 to up to 186,000,000, with 125,000,000 shares being common stock and 61,000,000 shares being preferred stock;
6. To approve an amendment to the 2004 Equity Plan to increase the number of shares for issuance under the 2004 Equity Plan by 1,225,000 shares; and
7. Such other business as may properly come before the meeting or any adjournment thereof.

In addition, management will report on the performance of the Bank and respond to questions from shareholders.

Who is entitled to vote at the meeting?

Only shareholders of record at the close of business on March 3, 2021, the record date for the meeting, are entitled to receive notice of and to participate in the 2021 Annual Meeting. If you were a shareholder of record (or held restricted shares with voting rights) on that date, you will be entitled to vote all such shares at the meeting, or any postponements or adjournments of the meeting.

What are the voting rights of the holders of Signature Bank common stock?

Each issued and outstanding share of the Bank's common stock will be entitled to one vote on each matter considered at the 2021 Annual Meeting.

Who can attend the meeting?

All shareholders as of the record date, or their duly appointed proxies, may attend the 2021 Annual Meeting. If you attend, please note that you may be asked to present valid picture identiﬁcation, such as a driver's license or passport. Cameras, recording devices and other electronic devices will not be permitted at the meeting. Please also note that if you hold your shares in "street name" (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reﬂecting your stock ownership as of the record date and check in at the registration desk at the meeting.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of the votes represented by the common stock issued and outstanding on the record date will constitute a quorum, permitting the meeting to conduct its business. Abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the meeting.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?

Pursuant to rules adopted by the FDIC and the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders of record and beneﬁcial owners. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials on the Internet or to request a printed copy may be found in the Notice of Internet Availability of Proxy Materials. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

How can I get electronic access to the proxy materials?

The Notice of Internet Availability of Proxy Materials will provide you with instructions regarding how to:

■ View our proxy materials for the 2021 Annual Meeting on the Internet; and ■ Instruct us to send future proxy materials to you electronically by email.

Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

How do I vote?

Your vote is important. Your shares can be voted at the annual meeting only if you are present in person or represented by proxy. Even if you plan to attend the meeting, we urge you to authorize your proxy in advance. We encourage you to authorize your proxy electronically by going to thewww.proxyvote.com website or by calling the toll-free number (for residents of the United States and Canada) listed on your proxy card. Please have your proxy card in hand when going online or calling. If you authorize your proxy electronically, you do not need to return your proxy card. If you choose to authorize your proxy by mail, simply mark your proxy card, and then date, sign and return it in the post-age-paid envelope provided.

If you hold your shares beneﬁcially in a street name, i.e., through a nominee (such as a bank or broker), you may be able to authorize your proxy by telephone or the Internet as well as by mail. You should follow the instructions you receive from your broker or other nominee to vote these shares.

May I change my vote after I return my proxy card?

Yes. Even after you have submitted your proxy, you may revoke or change your vote at any time before the proxy is exercised. You may revoke your proxy by:

■ voting again on the Internet or telephone (only the latest Internet or telephone proxy will be counted);
■ properly executing and delivering a later-dated proxy card;
■ voting by ballot at the meeting; or
■ sending a written notice of revocation to the inspectors of election in care of the Corporate Secretary of the Bank at the address listed above.

What are the Board of Directors' recommendations regarding the agenda items?

Unless you give other instructions on your proxy card or through your electronic proxy, the persons named as proxy holders on the proxy card or in your electronic proxy will vote in accordance with the recommendations of the Board. The Board's recommendations are set forth together with the description of each item in this Proxy Statement. In summary, the Board recommends a vote:

■ for the election of the nominees for the Board (see Proposal 1);
■ for ratiﬁcation of the appointment of KPMG LLP as the Bank's independent auditors for ﬁscal year 2021 (see Proposal 2);
■ for approval, on an advisory basis, of the compensation of our executive ofﬁcers (see Proposal 3);
■ for approval of the continuation of the Bank's share repurchase plan, which allows the Bank to repurchase from the Bank's stockholders from time to time in open market transactions, shares of the Bank's common stock in an aggregate purchase amount of up to $500 million (see Proposal 4);
■ for approval of the amendment to our Certiﬁcate of Organization to increase the Bank's authorized capital stock (see Proposal 5); and

■

for approval of the amendment to the 2004 Equity Plan to increase the number of shares for issuance under the 2004 Equity Plan (see Proposal 6).

With respect to any other matter that properly comes before the meeting, including an adjournment of the meeting to a later time, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion, unless such matter is deemed signiﬁcant, in which case no vote will be cast.

What vote is required to approve each item?

Amendment of our Certiﬁcate of Organization. The afﬁrmative vote of the holders of a majority of the outstanding shares entitled to vote at the 2021 Annual Meeting is required for approval of Proposal 5. A properly executed proxy marked "ABSTAIN" with respect to Proposal 5 will not be voted and will therefore have the effect of a negative vote.

Election of Directors. A majority of the votes cast at the meeting is required for the election of directors. You may vote "FOR," "AGAINST" or "ABSTAIN" with respect to each nominee. A properly executed proxy marked "ABSTAIN" with respect to any such matter will not be voted, although it will be counted for purposes of determining whether there is a quorum present at the meeting.

Other Items. The afﬁrmative vote of a majority of the votes cast on Proposals 2 and 3 will be required for approval. The afﬁrmative vote of two-thirds of the outstanding shares of capital stock is required for approval of Proposal 4, and the af-ﬁrmative vote of a majority of the outstanding shares of capital stock is required for approval of Proposal 6. For Proposal 2, 3, 4 and 6 you may vote "FOR," "AGAINST," or "ABSTAIN." A properly executed proxy marked "ABSTAIN" with respect to any such matter will not be voted and will have the effect of a vote against Proposal 4 and Proposal 6, although it will be counted for purposes of determining whether there is a quorum present at the meeting.

What happens if I do not give speciﬁc voting instructions?

Shareholders of Record. If you are a shareholder of record and you:

■ indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or ■ sign and return a proxy card without giving speciﬁc voting instructions,

then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the 2021 Annual Meeting. See the section entitled "Other Matters" below.

Beneﬁcial Owners of Shares Held in Street Name. If you are a beneﬁcial owner of shares held in street name and do not provide the organization that holds your shares with speciﬁc voting instructions, pursuant to the applicable rules, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote," and will be counted in the method described under "How are broker non-votes and abstentions treated" below.

Which ballot measures are considered "routine" or "non-routine"?

The ratiﬁcation of the appointment of KPMG LLP as the Bank's independent registered public accounting ﬁrm for 2021 (Proposal 2) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal 2.

The election of directors (Proposal 1), the advisory vote on executive compensation (Proposal 3), the approval of the stock repurchase plan (Proposal 4), the amendment to our Certiﬁcate of Organization (Proposal 5) and the amendment to the 2004 Equity Plan (Proposal 6) are matters considered non-routine under applicable rules. A broker or other nomi-nee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1, 3, 4, 5 and 6.

How are broker non-votes and abstentions treated?

Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. Only "FOR" and "AGAINST" votes are counted for purposes of determining the votes cast in connection with each proposal. Broker non-votes and abstentions will have no effect on determining whether the afﬁrmative vote constitutes a majority of the votes cast with respect to Proposals 1, 2 and 3. However, a broker or other nominee may generally vote on routine matters and therefore no broker non-votes are expected in connection with Proposal 2. Because approval of Proposal 4 requires the afﬁrmative vote of two-thirds of the shares of outstanding capital stock, Proposal 5 requires the afﬁrmative vote of a majority of the shares of outstanding common stock and Proposal 6 requires the afﬁrmative vote of a majority of the shares of outstanding capital stock, broker non-votes and abstentions will have the effect of a vote against Proposal 4, Proposal 5 and Proposal 6, as applicable.

What happens if additional matters are presented at the annual meeting?

We are not aware of any business to be acted upon at the 2021 Annual Meeting, other than the items of business de-scribed in this Proxy Statement. If you grant a proxy, the persons named as proxy holders will have the discretion tovote your shares on any additional matters properly presented for a vote at the meeting, including an adjournment of the meeting to a later time. If for any unforeseen reason any of our nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

Who will bear the cost of soliciting votes for the annual meeting?

The Bank is making this solicitation and will pay the entire cost of preparing and distributing these proxy materials and soliciting votes. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, ofﬁcers and employees, who will not receive any additional compensation for such solicitation activities. In addition, the Bank has engaged the ﬁrm of Okapi Partners LLC to assist in the solicitation of proxies for the 2021 Annual Meeting and will pay Okapi Partners a fee of approximately $16,500, plus reimbursement of out-of-pocket expenses. The address of Okapi Partners is 1212 Avenue of the Ameri-cas, 24th Floor, New York, New York 10036. If you need assistance in completing your proxy card or voting by telephone or on the Internet, or have questions regarding the 2021 Annual Meeting, please contact Okapi Partners at (212) 297-0720 or by email atinfo@okapipartners.com.

Where can I ﬁnd the voting results of the annual meeting?

We intend to announce preliminary voting results at the 2021 Annual Meeting and publish the ﬁnal results in a Current Report on Form 8-K within four business days of the 2021 Annual Meeting.

OUTSTANDING VOTING SECURITIES

The Bank has ﬁxed the close of business on March 3, 2021 as the record date for determining stockholders entitled to receive copies of this Proxy Statement. As of the record date, there were 57,624,911 shares of the Bank's common stock outstanding. Each issued and outstanding share of the Bank's common stock has one (1) vote on any matter submitted to a vote of stockholders.

PRINCIPAL SHAREHOLDERS

Beneﬁcial Ownership Table

The table below sets forth, as of March 3, 2021, information with respect to the beneﬁcial ownership of the Bank's common stock by:

■ each of our directors, nominees for directors and each of the executive ofﬁcers named in the Summary Compensation Table under "Executive Compensation";
■ each person who is known to be the beneﬁcial owner of more than 5% of any class or series of our capital stock; and
■ all of our directors, nominees for directors and executive ofﬁcers as a group.

The amounts and percentages of common stock beneﬁcially owned are reported on the basis of applicable regulations governing the determination of beneﬁcial ownership of securities. Under these rules, a person is deemed to be a ben-eﬁcial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneﬁcial owner of any securities of which that person has a right to acquire beneﬁcial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneﬁcial owner of the same securities.

Shares of Common Stock Beneﬁcially Owned on March 3, 2021
Name and Address of Beneﬁcial Owner(1)	Number of Shares	Percentage of Class
The Vanguard Group, Inc. (2)	4,596,778	8.6%
BlackRock, Inc.(3)	4,470,354	8.3%
FMR LLC (4)	4,208,998	7.9%
Scott A. Shay(5)(6)(7)	511,816	*
Joseph J. DePaolo(5)(6)(7)	240,823	*
John Tamberlane(5)(6)(7)	118,566	*
Mark T. Sigona(5)(6)(7)	185,622	*
Peter S. Quinlan(5)(6)(7)	110,999	*
Eric R. Howell(5)(6)(7)	95,917	*
Vito Susca(5)(6)(7)	50,232	*
Thomas Kasulka(5)(6)(7)	25,899	*
Brian Twomey(5)(6)(7)	12,908	*
Ana Harris(5)(6)(7)	5,661	*
Lisa Bond(5)(6)(7)	305	*
Alfonse M. D'Amato(5)(7)	12,000	*
Jeffrey W. Meshel(5)(7)	20,364	*
Kathryn A. Byrne(5)(7)	9,000	*
Judith A. Huntington(5)(7)	9,058	*
Barney Frank(5)(7)	6,250	*
Derrick D. Cephas(5)(7)	5,902	*

Maggie Timoney(5)(7)

George Tsunis(5)(7)

All current directors, nominees and executive ofﬁcers as a group

- 100 1,421,422

* *

2.5%

(19 persons) (5)(6)(7)

*Less than 1%.

(1) Unless otherwise noted, the business address is c/o Signature Bank, 565 Fifth Avenue, New York, NY 10017.
(2) Pursuant to a Schedule 13G ﬁled by The Vanguard Group, Inc. for the period ended December 31, 2020, The Vanguard Group, Inc., in its capacity as an investment advisor, may be deemed the beneﬁcial owner of these shares. The business address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.
(3) Pursuant to a Schedule 13G/A ﬁled by BlackRock, Inc. for the period ended December 31, 2020, BlackRock, Inc., in its capacity as an investment advisor, or its subsidiaries, in their capacity as investment managers, may be deemed the beneﬁcial owner of these shares. The business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(4) Pursuant to a Schedule 13F-HR ﬁled by FMR LLC for the period ended December 31, 2020. FMR LLC, in its capacity as an investment advisor, may be deemed the beneﬁcial owner of these shares. The business address of FMR LLC is 245 Summer Street, Boston, MA 02210.
(5) Includes, for each of the following persons, the respective number of shares of restricted stock vesting or with voting power currently or within 60 days of March 3, 2021:
(6) Excludes, for each of the following persons, the respective number of nonvested performance-based restricted stock units granted on January 27, 2020 and January 27, 2021:
(7) Eric Howell has pledged 56,836 shares related to a margin account with Charles Schwab & Co., Inc. None of the other named individuals have pledged any shares as security.


Name	Restricted Stock
Scott A. Shay	46,995
Joseph J. DePaolo	59,923
John Tamberlane	38,138
Mark T. Sigona	38,294
Peter S. Quinlan	38,068
Eric R. Howell	38,294
Vito Susca	22,858
Thomas Kasulka	20,810
Brian Twomey	11,632
Ana Harris	3,857
Lisa Bond	305
Alfonse M. D'Amato	1,500
Jeffrey W. Meshel	1,500
Kathryn A. Byrne	1,500
Judith A. Huntington	1,500
Barney Frank	1,500
Derrick D. Cephas	1,500
Maggie Timoney	0
George Tsunis	0

Name	Performance-Based Restricted Stock Units
Scott A. Shay	19,073
Joseph J. DePaolo	31,439
John Tamberlane	13,041
Mark T. Sigona	13,351
Peter S. Quinlan	12,904
Eric R. Howell	13,351
Vito Susca	9,340
Thomas Kasulka	5,894
Brian Twomey	3,728
Ana Harris	1,864
Lisa Bond	0

Section 16(a) Beneﬁcial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires the Bank's executive ofﬁcers, di-rectors and persons who own more than 10% of the Bank's common stock to ﬁle reports of ownership and changes in ownership with the SEC. These persons are required to provide the Bank with copies of all Section 16(a) forms that they ﬁle. Based solely on the Bank's review of these forms and other representations from the executive ofﬁcers and directors, the Bank believes that each of its executive ofﬁcers and directors timely ﬁled all reports of purchases or sales of common stock.

CORPORATE GOVERNANCE

The Bank believes in having sound corporate governance principles that support and enhance our business strategy. Having such principles is essential to our business and to maintaining our integrity in the marketplace.

Our Corporate Governance structure is also informed by our unique structure and business model. Unlike many other ﬁnancial services ﬁrms, our stockholders are direct investors in our bank, and not a holding company. Our business model is based on a deposit gathering approach where many of our most valuable clients keep deposits with us that are well in excess of FDIC deposit insurance limits. Stability in our corporate structure, board and management team is a key strategic imperative due to its importance in ensuring depositor security and enhancing our credit base. Sudden or excessive changeover in board membership or management could be detrimental to our business. As a result, we have retained certain corporate governance practices, such as a classiﬁed board, in recognition of this need for stability.

Nevertheless, our Board regularly evaluates our corporate governance practices to ensure they are in keeping with shareholder expectations within the context of the foregoing philosophy. These evaluations and outreach to investors have informed several changes and developments over the past several years, including the following:

■ Response to the COVID-19 Pandemic. As discussed above in the Letter from the Independent Members of the Board, we responded immediately to the COVID-19 pandemic by implementing programs to ensure the health and well-being of our employees, their families and communities and our clients throughout the crisis. The Board held two additional meetings during 2020 and regularly discussed plans for our response to the pandemic at both the Board and committee levels. The Board continues to work in close coordination with the management team in its response to the pandemic.
■ Term limit for directors. In 2018, we adopted a policy that provides for term limits for non-employee directors. Non-employee directors who are ﬁrst elected after the 2018 Annual Meeting may serve up to four three-year terms. Each nominee who was elected at our 2018 Annual Meeting is eligible for up to one additional term fol-lowing the end of the term for which they were elected at the 2018 Annual Meeting. Each non-employee director continuing in ofﬁce at the time of our 2018 Annual Meeting may serve up to ﬁve three-year terms.
■ Board Refreshment and New Director Onboarding. The elected terms of our three most veteran directors (Mr. D'Amato, Mr. Meshel and Ms. Byrne) expire at the 2021 Annual Meeting. As part of the Bank's commitment to Board refreshment, Messrs. D'Amato and Meshel (each directors since 2005) are not seeking, nor is the Board re-nominating them for, re-election at the 2021 Annual Meeting. To assure continuity during the Board refresh-ment, Ms. Byrne (a director since 2005) is standing for re-election at the 2021 Annual Meeting but, if re-elected at the 2021 Annual Meeting, anticipates stepping down from the Board one year after her re-election following a transition period for the newly elected directors. The Board recognizes the signiﬁcant contributions of Mr. D'Am-ato, Mr. Meshel and Ms. Byrne to the Bank and has identiﬁed two new director candidates who will positively contribute to the Board.
The Board has nominated Maggie Timoney and George Tsunis to ﬁll the positions on the Board that will become vacant when Mr. D'Amato's and Mr. Meshel's terms end. The Bank is dedicated to a smooth and successful on-boarding and orientation process for Ms. Timoney and Mr. Tsunis if they are elected to the Board. Ms. Byrne and Mr. Cephas will act as their mentors to ensure the passage of institutional knowledge.
■ Proxy Access. Our By-laws permit a stockholder, or a group of up to 20 stockholders, that owns 3% or more of the Bank's common stock continuously for at least three years to nominate and include in the Bank's proxy materials candidates for election as directors. Such stockholder(s) or group(s) of stockholders may nominate up to the greater of two individuals or 25% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the eligibility, notice and other requirements speciﬁed in the By-laws.
■ Majority Election of Directors. Our Certiﬁcate of Organization requires that nominees for director in uncontest-ed elections receive a majority of the votes cast in respect of their election as directors.
■ Written corporate governance guidelines. Our Corporate Governance Guidelines formalize certain of the Bank's and the Board's existing governance policies and practices with respect to board membership; leader-ship; roles, procedures and practices; committees; and executive ofﬁcer evaluations, compensation and succes-sion and also address the new governance policies discussed below. These Corporate Governance Guidelines are available on the Bank's website (www.signatureny.com) under "Investor Relations."
■ Preferred stock issuance policy. Pursuant to this policy, the Board represents that it will not, without prior shareholder approval, issue or use preferred stock for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan, unless necessary in the exercise of its ﬁduciary duties. Within these limits, the Board may issue preferred stock for capital raising transactions, acquisitions, joint ventures or other corporate purposes notwithstanding that such actions may also have the effect of making an acquisition of the Bank more difﬁcult or costly.

■ Policy limiting the number of simultaneous public company directorships that a Signature Bank director may hold. Pursuant to this policy, no director should serve on more than two other public company boards, no member of the Examining Committee should serve on more than two other public company audit committees, and no director who is an executive ofﬁcer of another public company should serve on more than one other public company board, aside from the board of his or her own company. In addition, it is the policy of the Bank that directors should advise the Chairman of the Board in advance of accepting an invitation to serve on another public company board or audit committee.

In addition to the above changes, the Board has also considered whether the removal of certain supermajority vote requirements from the Bank's Amended and Restated By-laws (the "By-laws") and other provisions would be in the best interests of the Bank's shareholders. In its discussions, the Board considered, among other things, that while broader, general U.S. investor sentiment leans towards the removal of such protections, the unique nature of the Bank's business argues in favor of retaining these provisions. As noted above, continuity in our governance and management structure is vitally important to our depositors and clients. The importance of continued stability to our Bank is further reﬂected by the fact that the New York Banking Law itself imposes limitations on our ability to remove certain of these governance protections without approval from the Superintendent of Financial Services or at all. For example, the Bank is subject to a requirement under NY Banking Law § 601 that mergers involving the Bank be approved by two-thirds in amount of stock of the Bank and, further, by a requirement under NY Banking Law § 6016 that the two-thirds supermajority approval requirement may be increased, but not decreased. In addition, it is the belief of the Board that, if the Bank were ever faced with a takeover offer, these protections would provide the Bank and its shareholders with important protection against coercive offers, would provide leverage to the Board and would be potentially value-enhancing in any takeover negotiations. Moreover, our Board also believes that such provisions encourage directors to take a long-term perspective for the Bank. In light of the importance of continued stability to our business, the existence of certain default law requirements and other foregoing considerations, the Board determined that it would not be in the best interests of shareholders to remove certain of the Bank's defensive protections, such as the supermajority vote requirements and our classiﬁed board structure, at this time. The Board will continue to evaluate these provisions from time to time and recommend changes as appropriate.

Director Independence

The Board will have a majority of directors who meet the criteria for independence required by any stock exchange on which the common stock of the Bank is listed. In addition to the foregoing, Examining Committee and Compensation Committee members are subject to heightened independence requirements pursuant to the rules of the SEC and any applicable stock exchange. The Board shall determine, annually or more frequently as the Board may so desire, based on all of the relevant facts and circumstances, whether each director satisﬁes these criteria for independence and will disclose each of these determinations.

The Board has evaluated all relationships between each director and the Bank and has determined that Kathryn A. Byrne, Derrick D. Cephas, Barney Frank, Judith A. Huntington, Maggie Timoney and George Tsunis are "independent directors" as deﬁned in the Nasdaq Marketplace Rules.

Board of Directors' Leadership, Structure and Committee Composition Board of Directors' Leadership

Our Board is led by our Executive Chairman. We have decided to separate the roles of Chief Executive Ofﬁcer and Exec-utive Chairman because each is signiﬁcantly involved in the management of the Bank and each is primarily responsible for managing different aspects of our company. As a result, we separate these two functions to permit each to give a signiﬁcant amount of attention to the areas managed.

In order to maintain the independent integrity of the Board, if the Chairman is not independent, the Board appoints a Lead Independent Director. Currently, our Lead Independent Director is Judith A. Huntington. The Lead Independent Director's responsibilities include, but are not limited to:

■ presiding at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors;
■ serving as a liaison between the Chairman of the Board and the independent directors;
■ reviewing and approving materials to be sent to the Board;
■ approving the meeting agendas for the Board;
■ having the authority to call meetings of the independent directors; and
■ serving on the Nominating Committee.

In addition to the foregoing, the Lead Independent Director oversees an annual evaluation of the Board and its com-mittees to determine whether it and its committees are functioning effectively. The Lead Independent Director receivescomments from all directors as to the performance of the Board and its committees and reports annually to the Board with an assessment of such discussions and recommendations for improvements.

Board Structure and Committee Composition

During 2020, our Board had nine directors and ﬁve Board committees: the Risk Committee, the Credit Committee, the Examining Committee, the Compensation Committee and the Nominating Committee. The membership during the last ﬁscal year and the function of each committee is described below. Each committee operates under a written charter ad-opted by the Board. The committee charters are available on the Bank's website (www.signatureny.com) under "Investor Relations." During 2020, the Board held twelve meetings. During this period, all of the directors attended or participated in more than 80% of the aggregate of the total meetings held by the Board and the total number of meetings held by all committees of the Board. Directors are expected to attend annual meetings of the Bank's shareholders, and all of our directors participated in our 2020 annual meeting of shareholders either in person or telephonically.

Risk Oversight

The Board monitors management and assists management in evaluating all aspects of risk facing the Bank. The Board has also established a Risk Committee, which is currently comprised of Messrs. Shay, DePaolo, Tamberlane, Frank, Cephas and Tamberlane and Ms. Huntington, to assist the Board in fulﬁlling its oversight responsibilities with regard to (a) the risks inherent in the Bank and the control processes with respect to such risks, (b) the assessment and review of credit, market, liquidity, operational, technology, data security, and business continuity risks, among others, and (c) the risk management activities of the Bank. The Board's primary means for overseeing and evaluating risk are through open lines of communication with management, including receiving regular reports on risk from management, the Risk Com-mittee and, in particular, our Chief Risk Ofﬁcer. The four primary types of risk we face are credit risk, interest rate risk, liquidity risk and operational risk (including cybersecurity). The Risk Committee monitors these risks and provides reports to the Board with respect to each of these risks. With respect to credit risk, the Credit Committee, which is composed of Messrs. Shay, DePaolo, Tamberlane, Cephas and Meshel, and the Risk Committee receive three reports per year from our Internal Loan Review Manager, who also briefs the other members of the Board regarding such report. With respect to interest rate risk and liquidity risk, the Board and the Risk Committee receive reports from senior management on the Bank's investment performance, including asset/liability management, and receive reports from a third-party consultant detailing the performance of the Bank's investments. With respect to operational risks, the Board and the Risk Commit-tee receive regular reports from the Chief Operating Ofﬁcer and various department heads, which encompass matters including regulatory compliance, physical security, disaster recovery and the Bank's insurance coverage.

Board and Committee Composition

CompensationDirector Name

CommitteeCredit CommitteeExamining CommitteeNominating CommitteeRisk Committee

Social Impact Committee

Kathryn A. Byrne Derrick D. Cephas Alfonse M. D'Amato Joseph J. DePaolo



CC



CC



Barney Frank

 

Judith A. Huntington Jeffrey W. Meshel Scott A. Shay

 



CC



CB CC

John Tamberlane

VCB

Maggie Timoney George Tsunis

CC = Chairperson VCB = Vice-Chairman of the Board CB = Chairman of the Board  = Member

Board Committees

Risk Committee

Members:

Scott A. Shay (Chair) Kathryn A. Byrne Derrick D. Cephas Joseph J. DePaolo Barney Frank John Tamberlane

The Risk Committee must consist of at least one independent director and will include members of the Bank's manage-ment, including the Chief Risk Ofﬁcer, the Chief Operating Ofﬁcer, the Chief Credit Ofﬁcer, the Chief Financial Ofﬁcer, and the Chief Technology Ofﬁcer. The Bank's Chief Auditor is a permanent invitee to all meetings. Mr. Shay has been the Chair of the Risk Committee since its inception.

Meetings in 2020:

The Risk Committee held three meetings in 2020.

Key Responsibilities

The Risk Committee's duties and responsibilities are set forth in the charter of the Risk Committee and include the development and articulation of the risk and risk appetite within the Bank, the enhancement of means of identifying, qualifying, quantifying, measuring and monitoring key risk indicators ("KRIs") or dashboards for each major risk sec-tor, the education of management and employees about their responsibilities to manage risks and the review of key management, systems, processes and decisions so as to build risk assessment data into critical business systems. Among other responsibilities, the Risk Committee reviews signiﬁcant ﬁnancial and other risk exposures and the steps management has taken to monitor, control and report such exposures, including, but not limited to, credit, interest rate, market, liquidity, operational, fraud, technology, data security and business continuity risks; evaluates key risk exposure and tolerance; reviews and evaluates the Bank's policies and practices with respect to risk assessment and risk man-agement; reviews reports and signiﬁcant ﬁndings of the Risk Management and Internal Audit Departments with respect to the risk management activities of the Bank together with management's responses and follow up to these reports; reviews signiﬁcant reports from regulatory agencies and any new industry guidance related to risk exposures; reviews the scope of the Risk Management group and its planned activities with respect to the risk management review of the Bank; reviews the Bank's technology risk management, including, among other things, business continuity planning and data security; and reports periodically and escalates issues of primary signiﬁcance to the Board. The functions of the Risk Committee are further described in the Proxy Statement under "Report of the Risk Committee." The charter of the Risk Committee is available on the Bank's website (www.signatureny.com) under "Investor Relations."

Examining Committee

Derrick D. Cephas (Chair) Kathryn A. Byrne

Judith A. Huntington

The Board has determined that Kathryn A. Byrne, Judith A. Huntington and Derrick D. Cephas are each independent as such term is deﬁned by the NASDAQ Marketplace Rules and are each "ﬁnancial experts" under the SEC rules. There is a limit of ﬁve years on the term of the Chair of the Examining Committee. Derrick D. Cephas became Chair of the Examining Committee in April 2020.

Meetings in 2020:

The Examining Committee held 17 meetings in 2020.

Key Responsibilities:

The Examining Committee's duties and responsibilities are set forth in the charter of the Examining Committee and include the general oversight of the integrity of the Bank's ﬁnancial statements, the Bank's compliance with legal and regulatory requirements, the independent registered public accounting ﬁrm's qualiﬁcations and independence, the per-formance of the Bank's internal audit function and registered public accounting ﬁrm, and risk assessment and risk management. Among other responsibilities, the Examining Committee prepares the Examining Committee report for inclusion in the annual proxy statement; annually reviews the Examining Committee charter and the Committee's perfor-mance; reviews and approves any material related party transactions; appoints, evaluates and determines the compen-sation of the Bank's registered public accounting ﬁrm; reviews and approves the scope of the annual audit, the audit fee and the ﬁnancial statements; reviews the Bank's disclosure controls and procedures, internal controls, and information security policies; reviews the internal audit function; and reviews corporate policies with respect to ﬁnancial information and earnings guidance; oversees investigations into complaints concerning ﬁnancial matters; and reviews other risks that may have a signiﬁcant impact on the Bank's ﬁnancial statements. The Examining Committee works closely with management as well as the Bank's registered public accounting ﬁrm. The Examining Committee has the authority to obtain advice and assistance from, and receive appropriate funding from the Bank for, outside legal, accounting or other advisors as the Examining Committee deems necessary to carry out its duties. In fulﬁlling its duties and responsibilities, the Examining Committee may reasonably rely on the information and representations it receives from professionals, experts and persons within the Bank. The functions of the Examining Committee are further described in this Proxy Statement under "Report of the Examining Committee." The charter of the Examining Committee is available on the Bank's website (www.signatureny.com) under "Investor Relations."

Compensation Committee

Alfonse M. D'Amato (Chair) Judith A. Huntington Jeffrey W. Meshel

The Compensation Committee consists solely of the Bank's independent directors, any of whom may be removed at any time by action of the Board. The Chair is designated by the Board and the Committee must have at least two meetings per year. There is a ﬁve-year limit on the term of the Chair. The Bank will identify the next Chair of the Compensation Committee following the 2021 Annual Meeting.

Meetings in 2020:

The Compensation Committee held six meetings in 2020.

Key Responsibilities:

The Compensation Committee's duties and responsibilities are set forth in the charter of the Compensation Committee. The charter of the Compensation Committee is available on the Bank's website (www.signatureny.com) under "Investor Relations." The scope of authority of the Compensation Committee includes the power to:

■ review and determine compensation of the Bank's CEO and other executive ofﬁcers on an annual basis;
■ review and make recommendations to management and the Board with respect to policies relating to compen-sation, the Bank's equity compensation plan and the adoption of new incentive compensation and equity-based plans;
■ administer the 2004 Equity Plan and the Change of Control Severance Plan;
■ approve the terms of the grant agreements for all equity awards and make such grants of equity awards;
■ review and approve all compensation awards, employment agreements, and severance plans and agreements for executive ofﬁcers and key employees; and
■ review its own performance and the adequacy of the Compensation Committee charter annually and report regu-larly to the Board, recommending any changes it deems appropriate.

The Executive Chairman and the Chief Executive Ofﬁcer are the only executive ofﬁcers to have a role in determining or recommending the amount or form of executive and director compensation. Together they annually review the per-formance of each executive. The conclusions reached and recommendations made based on these reviews, including those with respect to salary adjustments and annual award amounts, are then presented to the Committee for review and approval and/or ratiﬁcation. The Executive Chairman and the Chief Executive Ofﬁcer do not determine their own salary levels. The Committee can exercise its full discretion in modifying any recommended adjustments or awards to executives.

The Committee has engaged a compensation consultant to assist it in carrying out its responsibilities and to conduct periodic reviews of the total compensation program for executive ofﬁcers. The Committee's consultant provides the Committee with guidance and relevant market data to consider in their determination of the amount and form of exec-utive and director compensation. Such information enables the Committee to review compensation practices at peer companies in the banking industry and compare our named executive ofﬁcers' current compensation levels to compet-itive market norms. The Committee's consultant is engaged directly by the Committee, which has the sole authority to retain or terminate consultants to assist it in the evaluation of director, chief executive ofﬁcer or executive compensation.

The Committee has the sole authority to determine the terms of engagement and the extent of funding necessary for payment of compensation to any consultant retained to advise the Committee and considers the independence of any consultant with respect to their engagement.

Nominating Committee

Alfonse M. D'Amato (Chair) Kathryn A. Byrne

Judith A. Huntington

Meetings in 2020:

The Nominating Committee held four meeting in 2020. However, Nominating Committee members communicate via telephone to consider and assess members of the Board and prospective candidates for Board membership.

Key Responsibilities:

The Nominating Committee's duties and responsibilities are set forth in its charter and include identifying individuals qualiﬁed to become members of the Board, consistent with the criteria set forth below under "Consideration of Director Nominees - Identifying and Evaluating Nominees for Directors" and "Consideration of Director Nominees - Director Qualiﬁcations," and overseeing the organization of the Board to discharge the Board's duties and responsibilities prop-erly and efﬁciently. Other speciﬁc duties and responsibilities of the Nominating Committee include annually assessing the size and composition of the Board; developing membership qualiﬁcations for the Board's committees; deﬁning speciﬁc criteria for director independence; annually reviewing and recommending directors for continued service; coor-dinating and assisting management and the Board in recruiting new members and conducting periodic reviews of the independence of the members of the Board and its committees and the ﬁnancial literacy and expertise of Examining Committee members. The charter of the Nominating Committee is available on the Bank's website (www.signatureny. com) under "Investor Relations."

Credit Committee

Members:

Scott A. Shay (Chair) Derrick D. Cephas Joseph J. DePaolo Jeffrey W. Meshel John Tamberlane

Meetings in 2020:

The Credit Committee held three meetings in 2020. However, Credit Committee members are frequently asked to review and vote on credit matters via email and telephone communications. Additionally, Credit Committee members review in-depth credit reports at every Board meeting.

Key Responsibilities:

The Credit Committee's duties and responsibilities are set forth in its charter and include periodically updating the Bank's credit policy manual to ensure the credit quality of the Bank's loan portfolio and to maintain proﬁtability of the Bank. Other speciﬁc duties and responsibilities of the Credit Committee include reviewing the strategies to develop and achieve the credit and lending goals of the Bank and making appropriate recommendations to the Board; determining the lending authority levels for the Chief Credit Ofﬁcer and other members of senior management; authorizing the Chief Credit Ofﬁcer to establish and manage lending authority levels for employees of the Bank; and reviewing reports provid-ed by the Chief Risk Ofﬁcer. The charter of the Credit Committee is available on the Bank's website (www.signatureny. com) under "Investor Relations."

Social Impact Committee

Scott A. Shay (Co-Chair) Judith A. Huntington (Co-Chair) Derrick D. Cephas

Joseph J. DePaolo Barney Frank John Tamberlane

Meetings in 2020:

The Social Impact Committee was formed in January 2021 and did not hold any meetings in 2020.

Key Responsibilities:

The Social Impact Committee's duties and responsibilities are set forth in its charter and include overseeing and sup-porting the development, implementation, effectiveness and communication of the Bank's social impact initiatives, programs, policies and strategies. Other speciﬁc duties and responsibilities of the Social Impact Committee include ensuring that social impact initiatives align with and support the Bank's business drivers and long-term strategy and are integrated into all teams, areas, and departments of the Bank; receiving updates from the Bank's management committee responsible for social impact initiatives; periodically reviewing and reporting to the Board on social impact matters, including the review of, and recommendations to the Board regarding, Board-initiated and shareholder-initiated social impact proposals; overseeing key priorities and targets as they relate to sustainable banking, credit and bro-kerage investment practices and products; providing oversight and guidance on social impact-related disclosures and reporting; providing oversight and guidance on the Bank's philanthropic, educational and charitable initiatives; reviewing the Bank's community reinvestment activities and performance; and bringing to the attention of the Board current and emerging social impact trends and best practices. The charter of the Social Impact Committee is available on the Bank's website (www.signatureny.com) under "Investor Relations."

Stock Ownership and Holding Requirements

The Bank has adopted a policy pertaining to the ownership and retention of the Bank's securities for all executive ofﬁ-cers and independent directors. The policy states that all executive ofﬁcers of the Bank must achieve ownership levels (deﬁned as a multiple of base salary) and retain 50% of any shares acquired (after the payment of taxes) for two years after such shares (or the related awards) vest. Independent Board members must retain 50% of any vested shares (after the payment of taxes) through retirement.

Additionally, pursuant to the Bank's securities trading policy, directors, ofﬁcers and employees are strictly prohibited from hedging any of the Bank's securities. They are however permitted to pledge the Bank's securities.

Environmental, Social, and Governance Report

In 2020, the Bank issued its inaugural Environmental, Social, and Governance ("ESG") Report. The report focused on the Bank's environmental and community initiatives, which are highlighted below.

Environmental Initiatives

Signature Bank is engaged in various green lending activities. To date, we have funded more than $600 million in loans, leases, and privately placed debt obligations for city, state, and local governments as well as agencies and select not-for-proﬁt entities that ﬁnance through government conduits. Those loans include funding projects related to energy conservation methods including improvements to the electric grid, projects for recycling and green parks, water or wastewater treatment transactions, and projects related to brownﬁeld improvements. In addition to our increasing focus on lending in areas of sustainability, the Bank screens against loans that could have a negative environmental or social impact. As a result, we do not engage in lending to projects related to the production of oil and gas as well as to the ﬁrearms industry.

The Bank has implemented a range of initiatives targeted toward sustainability, all in an effort to positively impact the en-vironment and reduce operating expenses, which in turn, beneﬁts our stakeholders as well. In this regard, the Bank has put many day-to-day energy-efﬁcient practices in place, including various power-saving capabilities, a host of paperless solutions and certain recycling programs. The Bank's environmental initiatives include:

■ Relocating our back-ofﬁce operations into newer energy-efﬁcient ofﬁces;
■ Installing high-efﬁciency heating, ventilation and air conditioning systems in all our new buildings;
■ Installing motion-sensitive lighting in our buildings to conserve energy;
■ Operating recycling programs across all of our locations and corporate ofﬁces, which include daily consumption items as well as printer cartridges;
■ Offering digital and mobile products to clients to reduce paper usage as well as fossil fuel emissions by eliminating the need for clients to travel to our banking ofﬁces for routine needs;
■ Instituting paperless processes to minimize our paper usage; and
■ Engaging in green lending activities, including providing funding for energy efﬁciency transactions, water or wastewater treatment transactions, and brownﬁeld improvements.

Community Initiatives

Community service and engagement is at the core of our commitment to corporate social responsibility. To this end, there are many activities in which the Bank's management, Board, and colleagues are engaged. The Bank's community initiatives include:

■ Educating young students through the Bank-sponsored customized college access and advising program, Signature Scholars;
■ Providing complimentary Volunteer Income Tax Preparation services for Low-Moderate Income ("LMI") individuals;
■ Offering investment workshops through the Bank's First Time Investors Program, in which our colleagues educate LMI individuals and/or veterans on money management and prudent ways of investing;
■ Promoting ﬁnancial literacy through donating time and resources to various nonproﬁts and other organizations that teach New York metropolitan area LMI children, teenagers, and young adults ﬁnancial management skills;
■ Providing community development grants and investments through our Community Reinvestment Act initiatives, which support local areas and affordable housing in the communities we serve; and
■ Supporting multifamily real estate ﬁnancing to help preserve New York City's affordable housing stock.

Board Diversity

Inclusion and diversity remain key priorities for the Board. The diverse backgrounds, skills and experiences of the Board enable us to provide strong guidance to the Bank in these key areas, as well as in our oversight of strategy and risks. We believe that a diverse Board, management team and workforce position us to better understand clients' wants and needs, which we believe drives our ability to deliver superior client value and successfully innovate. Diverse perspec-tives in the boardroom also allow us to evaluate issues through different experiences and perspectives and help us to guide the Bank in a thoughtful way.

Consideration of Director Nominees

Shareholder Nominees

The Nominating Committee will consider shareholder nominations of candidates for membership to the Board that are properly and timely submitted as described below under "Identifying and Evaluating Nominees for Directors." In evaluat-ing such nominations, the Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria set forth under "Director Qualiﬁcations" below. Any shareholder nominations proposed for consideration by the Nominating Committee should include the nominee's name and qualiﬁ- cations for Board membership and should be addressed to:

Corporate Secretary

Signature Bank 565 Fifth Avenue New York, NY 10017

In addition, the By-laws of the Bank permit shareholders to nominate directors for consideration at an annual sharehold-ers meeting.

Our By-laws also permit a stockholder, or a group of up to 20 stockholders, that owns 3% or more of the Bank's common stock continuously for at least three years to nominate and include in the Bank's proxy materials candidates for election as directors. Such stockholder(s) or group(s) of stockholders may nominate up to the greater of two individuals or 25% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the eligibility, notice and other requirements speciﬁed in the By-laws.

For a description of the process for nominating directors or other shareholder proposals in accordance with the Bank's By-laws, see "Other Matters - Shareholder Proposals" in this Proxy Statement.

Identifying and Evaluating Nominees for Directors

The Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nomi-nating Committee from time to time assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nomi-nating Committee considers various potential candidates for director. Candidates may come to the attention of the Nom-inating Committee through current Board members, professional search ﬁrms, shareholders or other persons. These candidates are evaluated at meetings of the Board and may be considered at any point during the year. As described above, the Nominating Committee considers properly submitted shareholder nominations as candidates for the Board. Following veriﬁcation of the shareholder status of persons proposing candidates, properly submitted recommendations will be aggregated and considered by the Nominating Committee at a meeting prior to the issuance of the proxy state-ment for the Bank's annual meeting. If any materials are provided by a shareholder in connection with the nomination of a director candidate, such materials will be forwarded to the Nominating Committee. The Nominating Committee also reviews materials provided by professional search ﬁrms or others in connection with a nominee who is not proposed by a shareholder. In evaluating such nominations, the Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

In advance of the 2021 Annual Meeting, the Nominating Committee identiﬁed that there would be two vacancies on the Board with Mr. D'Amato and Mr. Meshel not seeking re-election as part of the Board's refreshment initiative. The Nomi-nating Committee followed the process outlined above to identify Ms. Timoney and Mr. Tsunis as new director nominees. Speciﬁcally, Mr. Shay identiﬁed a list of ten potential candidates through suggestions from current directors and ofﬁcers. Mr. Shay interviewed each of the ten potential candidates to vet their qualiﬁcations and ﬁtness for service on the Board. Mr. Shay then submitted a short list of candidates to the Nominating Committee, and the Nominating Committee met with each of the remaining candidates, as did the remaining Board members. Based on the Nominating Committee's search criteria outlined above and the minimum qualiﬁcation criteria discussed below, as well as the Nominating Com-mittee's review of the candidates, the Nominating Committee determined that Ms. Timoney and Mr. Tsunis were qualiﬁed and ﬁt to serve on the Board and nominates them for election at the 2021 Annual Meeting.

Director Qualiﬁcations

Board Diversity Matrix

Kathryn A.

Byrne

Derrick D.

Cephas

Joseph J.

DePaolo

Barney Frank

Judith A.

Huntington

Scott A.

Shay

John Tamberlane

Maggie Timoney

George Tsunis

Skills & Experience

Public Board Industry/Banking CEO/Business Head International Financial Expert Government/Regulation Risk Management Corporate Governance Capital Management DEI/D&I

 

   

  

 

  

 



 



  



 



Demographic Background Board Tenure

Years

N/AN/A

Sexual Orientation (voluntary)

LGBTQ



Gender Male



Female Non-Binary Age



Years old Race/Ethnicity African American White/Caucasian Other



The Nominating Committee uses a number of criteria to determine the qualiﬁcation of a director nominee for the Board.

The minimum criteria used by the Nominating Committee consist of the following:

■ Directors should be of the highest ethical character and share the mission, vision and values of the Bank;
■ Directors should have reputations, both personal and professional, consistent with the image and reputation of the Bank;
■ Directors should be highly accomplished in their respective ﬁelds, with superior credentials and recognition;
■ Each director should know how to read and understand fundamental ﬁnancial statements and understand the use of ﬁnancial ratios and information in evaluating the ﬁnancial performance of the Bank;
■ Each director should have sufﬁcient time, energy and attention to ensure the diligent performance of his or her duties;
■ Each director should have relevant expertise and experience, and be able to offer advice and guidance to the Executive Chairman and the Chief Executive Ofﬁcer based on that expertise and experience; and
■ Each director should have the ability to exercise sound business judgment.

The Nominating Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Examining Committee and industry expertise and the evaluations of other prospective nominees. After completing the interview and evalua-tion process that the Nominating Committee deems appropriate, it makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recom-mendation and the report of the Nominating Committee.

Communications with the Board of Directors

The Board has adopted a policy regarding shareholder access to the Board to ensure that shareholders may communi-cate directly with the Board. All written communications should be directed to the Bank's Corporate Secretary at: Corpo-rate Secretary, Signature Bank, 565 Fifth Avenue, New York, NY 10017 and should prominently indicate on the outside of the envelope that it is intended for one of the following: the Board, the Examining Committee, the Risk Committee, the Compensation Committee, the Credit Committee or the Nominating Committee. Each written communication intended for the Board or one of the committees and received by the Corporate Secretary will be forwarded to the speciﬁed party following its clearance through normal security procedures. The written communication will not be opened, but rather will be forwarded unopened to the intended recipient.

Codes of Ethics

We believe that each of our employees and directors should maintain high ethical standards. We have adopted our Code of Business Conduct and Ethics applicable to our employees and directors and our Code of Ethics for the Prin-cipal Executive Ofﬁcer and Senior Financial Ofﬁcers. The Bank's Code of Business Conduct and Ethics was amended in January 2006 to include the engagement of a third-party, NAVEX Global (formerly, Global Compliance Services), to provide employees an independent mechanism for the conﬁdential, anonymous submission of concerns regarding questionable accounting, operational or auditing matters or any other questionable activity or matter. Our whistleblower program operates a 24-hour manned toll-free hotline.

These codes are available on our website (www.signatureny.com) under "Investor Relations," and in print upon any written request by a shareholder. The Bank intends to post at this location on its website any amendments to or material waivers from the provisions of these codes.

DIRECTORS AND NOMINEES

The following table sets forth information regarding our directors and nominees:

Name

Directors Continuing in Ofﬁce

Term Ending
2021	Director and Director Nominee
2021	Director Nominee
2021	Director Nominee
Derrick D. Cephas	69	2022	Director
Judith A. Huntington	57	2022	Lead Director
John Tamberlane	79	2022	Co-Founder, Vice-Chairman and Director
Joseph J. DePaolo	61	2023	Co-Founder, President and Chief Executive Ofﬁcer and Director
Barney Frank	80	2023	Director
Scott A. Shay	63	2023	Co-Founder and Chairman of the Board

Age

Position

Nominees for Election

Kathryn A. Byrne 55

In addition to the speciﬁc professional experience of each director, we chose our directors because they are highly ac-complished in their respective ﬁelds, insightful and inquisitive. In addition, we believe each of our directors possesses sound business judgment and is highly ethical. While we do not have a formal diversity policy, consistent with our Nom-inating Committee charter, we consider a wide range of factors in determining the composition of our Board, including professional experience, skills, education and training, and seek to ensure that our Board represents the communities that we serve.

Director Nominees

Kathryn A. Byrne, CPA

Position: Director and Director Nominee

Director Since: 2005

Age: 55

Committees: Examining; Nominating; Risk

Kathryn A. Byrne, CPA, has been a member of the Board since December 2005. She is a partner in the manufacturing and distribution group at the accounting and consulting ﬁrm Mazars USA LLP. Ms. Byrne has provided accounting, audit-ing, tax and consulting services to domestic and foreign corporations across various industries for more than 30 years. Ms. Byrne's experience in the accounting profession, and, in particular, her experience auditing public companies, led the Board to conclude that she should be a member of our Board.

Maggie Timoney

Position: Director Nominee

Director Since: N/A

Age: 55

Committees: N/A

Maggie Timoney is President & Chief Executive Ofﬁcer of HEINEKEN USA based in New York. Prior to this role, she spent ﬁve years as President & Chief Executive Ofﬁcer of HEINEKEN Ireland. She has spent the last 23 years at the HEINEKEN Group in senior executive positions in both commerce and general management across developed and de-veloping markets. Ms. Timoney is recognized as a transformational leader, as demonstrated through her strong ﬁnancial results combined with high impact in both cultural and social change. Ms. Timoney's recognized success as an active CEO led the Board to conclude that she should be a member of our Board of Directors.

George Tsunis

Position: Director Nominee Director Since: N/A

Age: 53 Committees: N/A

George J. Tsunis is the Founder, Chairman and Chief Executive Ofﬁcer of Chartwell Hotels. Prior to founding Chartwell, Mr. Tsunis was a partner at the law ﬁrm of Rivkin Radler LLP, representing both private clients and municipalities in the practice areas of land use and zoning, real estate corporate law, municipal law and commercial litigation. Mr. Tsunis' pub-lic service includes time as a Legislative Attorney at the New York City Council, Special Counsel to the Town of Hunting-ton (NY) Environmental Open Space Committee and Counsel to the Dix Hills (NY) Water District. Previously, Mr. Tsunis served as an advisor to the United States Senate Committee on Banking, Housing, and Urban Affairs, as a member of the Brookings Institution's Foreign Policy Leadership Committee and its Metropolitan Studies Leadership Council, and as a member of the Business Executives for National Security's Board of Trustees. He has also served as Chairman of Nassau Health Care Corp., or NuHealth, the health system that operates Nassau University Medical Center, and on the Board of Trustees for Hofstra University. Mr. Tsunis currently serves as Chairman of The Battery Park City Authority, Director of the New York Convention Center's (Jacob Javits Center) Operating and Development Committees, and a member of Arbor Realty Trust's Board of Directors. Mr. Tsunis' experience in public policy and real estate led the Board to conclude that he should be a member of our Board of Directors.

Directors Continuing in Ofﬁce

Derrick D. Cephas

Position: Director

Director Since: 2016

Age: 69

Committees: Credit; Examining (Chair); Risk; Social Impact

Derrick D. Cephas has been a member of the Board of Directors since April 2016. He is Of Counsel and a member of the Financial Services Practice at Squire Patton Boggs, an international full-service law ﬁrm. Mr. Cephas has broad-based ex-perience in representing commercial banks, thrift institutions, bank holding companies and foreign banking corporations in a wide range of regulatory and transactional matters. Immediately prior to joining Squire, Mr. Cephas served as head of Weil, Gotshal & Manges' Financial Institutions Regulatory practice. Prior to Weil, he served as President and Chief Executive Ofﬁcer of Amalgamated Bank, then a $4.5 billion commercial bank headquartered in New York City. Before this executive role, he was a banking and corporate law partner in the New York ofﬁce of Cadwalader, Wickersham & Taft, and prior to that, Mr. Cephas served as the Superintendent of Banks for the State of New York from 1991 to 1994. He is a former member of the Board of Directors of the Dime Savings Bank of New York, Merrill Lynch International Bank, D.E. Shaw & Co. Inc., the Empire State Development Corporation, the New York City Board of Correction and the New York City Housing Authority. He is currently a Director of the Fresh Air Fund and a Director/Trustee of the Hartford Funds Family of Mutual Funds. He is a former member of the Board of Advisors for The Mayor's Fund to Advance New York City.

Judith A. Huntington

Position: Lead Independent Director Director Since: 2013

Age: 57

Committees: Examining; Compensation; Nominating; Social Impact (Co-Chair)

Judith A. Huntington has been an independent director of the Bank since April 2013. She currently serves as Lead Independent Director and is a member of the Bank's Examining, Nominating, Social Impact and Compensation Committee. Ms. Hunting-ton is President of Pegasus Financial Concierge LLC, offering individual tax preparation and personal ﬁnancial management services. Ms. Huntington's professional experience includes more than 30 years in the ﬁnancial arena. For 15 years, Ms. Huntington served as the president and previously vice president for ﬁnancial affairs of a small, private, liberal arts college in New York. Prior to that, Ms. Huntington worked as a certiﬁed public accountant for 15 years with KPMG LLP as audit senior manager in KPMG's metro New York ofﬁce, providing assurance services to a multitude of clients in the ﬁrm's banking, man-ufacturing and not-for-proﬁt practices. While at KPMG, she was an instructor in the ﬁrm's professional educational programs, recruitment program, and participated in the ﬁrm's peer review process. In a ﬁrm-sponsored fellowship, she participated in a two-year rotation with the Financial Accounting Standards Board (FASB) where she worked to develop and publish accounting standards. Ms. Huntington is a member of the Board of Directors and Site Administrator of the Volunteer Income Tax Assis-tance Program (VITA) of Danbury, Connecticut, an IRS sponsored organization offering free tax preparation for low-income individuals. In addition, she is a member of the Board of Directors of the Newtown Bridle Land Association, an open space, land preservation trust. Ms. Huntington was named to the Women Inc.'s 2019 Most Inﬂuential Corporate Directors List. Ms. Huntington's experience in the ﬁnancial services sector led the Board to conclude that she should be a member of our Board.

John Tamberlane

Position: Co-Founder, Vice-Chairman and Director

Director Since: 2000

Age: 79

Committees: Credit; Risk; Social Impact

John Tamberlane is a co-founder of the Bank and has been Vice-Chairman and Director of the Bank since its inception, as well as a Director of Signature Securities Group since its inception. Prior to joining the Bank, Mr. Tamberlane was the President of the Consumer Financial Services Division and a Director of Republic National Bank, which he joined in 1980. As President of the Consumer Financial Services Division, Mr. Tamberlane managed the national mortgage banking division, retail broker-dealer division and retail branch network, which grew to the third largest branch network in the New York metropolitan area prior to its acquisition. In this capacity, he was also President of two independent bank subsidiaries of Republic New York Corporation: The Manhattan Savings Bank and its predecessor, The Williamsburgh Savings Bank. Mr. Tamberlane was also a member of the Asset/Liability Management Committee of Republic National Bank. Prior to joining Republic National Bank, he was employed with Bankers Trust. Mr. Tamberlane's experience in commercial banking led the Board to conclude that he should be a member of our Board.

Joseph J. DePaolo

Position: Co-Founder, President and Chief Executive Ofﬁcer and Director Director Since: 2000

Age: 61

Committees: Credit; Risk; Social Impact

Joseph J. DePaolo is a co-founder of the Bank and has been President and Chief Executive Ofﬁcer and a Director of the Bank since its inception. He has also served as a Director of Signature Securities Group since its inception and served as its Chairman of the Board of Directors until December 2006. Prior to joining the Bank, Mr. DePaolo was a Managing Director and member of the Senior Management Committee of the Consumer Financial Services Division at Republic National Bank, which he joined in 1988. At Republic National Bank, Mr. DePaolo held numerous positions including First Vice President and Deputy Auditor, First Vice President and Senior Vice President of Consumer Banking, Managing Director, Chairman of Republic Financial Services Corporation (Republic National Bank's retail broker-dealer group) and Chairman of Republic Insurance Agency (Republic National Bank's retail insurance agency). Prior to joining Republic National Bank, Mr. DePaolo was a senior audit manager with KPMG Peat Marwick. Mr. DePaolo is a board member of the Dr. Richard Barnett Foundation and a board member of the Mariano Rivera Public Foundation. Mr. DePaolo's expe-rience in commercial banking and his role as our President and Chief Executive Ofﬁcer led the Board to conclude that he should be a member of our Board.

Barney Frank

Position: Director

Director Since: 2015

Age: 80

Committees: Risk; Social Impact

Barney Frank has been a member of the Board since June 2015. Mr. Frank served as a U.S. Congressman representing the 4th District of Massachusetts from 1981-2013 and also was the Chairman of the House Financial Services Commit-tee from 2007-2011. As Chair of the House Financial Services Committee, Mr. Frank was instrumental in crafting the short-term $550 billion rescue plan in response to the nation's 2008-2009 ﬁnancial crisis. Later, he co-sponsored the Dodd-Frank Wall Street Reform and Consumer Protection Act, which was signed into law in July 2010. Prior to serving in Congress, Mr. Frank spent eight years as a state Representative in Massachusetts and, earlier, served as Chief of Staff to Congressman Michael Harrington and Chief Assistant to Mayor Kevin White of Boston. Mr. Frank's extensive experience as a Congressman, and particularly as Chair of the House Financial Services Committee, led the Board to conclude that he should be a member of the Board.

Scott A. Shay

Position: Co-Founder and Chairman of the Board

Director Since: 2000

Age: 63

Committees: Credit (Chair); Risk (Chair); Social Impact (Co-Chair)

Scott A. Shay is a co-founder of the Bank and has served as Chairman of the Board since its inception. He has also served as a Director of Signature Securities Group since its inception and as Chairman of the Board of Directors since December 2006. Since 1980, Mr. Shay has been involved in the investment banking and venture capital industries. Mr. Shay has been Managing Director/Partner of Ranieri Strategies LLC and its predecessors ("Ranieri") and a partner of Hyperion Partners since 1988. Mr. Shay serves as an ofﬁcer or director of other direct and indirect subsidiaries of Ranieri and related entities. Prior to joining Ranieri/Hyperion Partners, he served as a director and a senior member of the merg-ers and acquisitions department of Salomon Brothers, Inc. From October 1997 until August 2005, Mr. Shay served as a director of Bank Hapoalim BM, our former parent company. From December 1988 until February 2001, Mr. Shay served as a director of Bank United Corp., Texas and was a member of its audit committee for six years. Mr. Shay's experience in investment and commercial banking led the Board to conclude that he should be a member of our Board.

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive ofﬁcers:

Name

Age

Position

Scott A. Shay	63	Co-Founder, Chairman of the Board
Joseph J. DePaolo	61	Co-Founder, President and Chief Executive Ofﬁcer, Director
John Tamberlane	79	Co-Founder, Vice-Chairman, Director
Eric R. Howell	50	Senior Executive Vice President-Corporate & Business Development
Mark T. Sigona	59	Senior Executive Vice President and Chief Operating Ofﬁcer
Thomas Kasulka	59	Executive Vice President and Chief Lending Ofﬁcer
Brian Twomey	62	Senior Vice President and Chief Credit Ofﬁcer
Peter S. Quinlan	54	Executive Vice President and Treasurer
Vito Susca	52	Executive Vice President and Chief Financial Ofﬁcer
Lisa Bond	56	Senior Vice President and Chief Social Impact Ofﬁcer
Anna Harris	58	Senior Vice President and Chief Human Resources Ofﬁcer

For the background information regarding Scott A. Shay, Joseph J. DePaolo and John Tamberlane, see "Directors and Nominees," above.

Eric R. Howell has held the position of Senior Executive Vice President-Corporate & Business Development since September 2020, and previously held the position of Executive Vice President-Corporate & Business Development since May 2013. Prior to this post, Mr. Howell served as Executive Vice President and Chief Financial Ofﬁcer from 2009 and Senior Vice President and Chief Financial Ofﬁcer from 2004. Prior to this appointment, he had been serving as Vice President of Finance and Controller for the Bank from when he joined the Bank in 2000. Prior to joining the Bank, Mr. Howell was Controller at BlueStone Capital Partners, L.P. and its Trade.com division. Mr. Howell also was an Associate Managing Director at Republic National Bank, which he joined in 1992. Mr. Howell also held numerous other positions while at Republic National Bank, including Chief Financial Ofﬁcer of Republic Financial Services Corporation (Republic National Bank's retail broker-dealer group) and Republic Insurance Agency (Republic National Bank's retail insurance agency).

Mark T. Sigona is Senior Executive Vice President and Chief Operating Ofﬁcer of the Bank, a role to which he was appointed in September 2020, and previously held the position of Executive Vice President and Chief Operating Ofﬁcer since November 2004. Prior to this appointment, he had been serving as Senior Vice President and Chief Financial Ofﬁ-cer, a role he held since the Bank's inception. Prior to joining the Bank, Mr. Sigona was a Senior Vice President and head of the Accounting Services Division of the Finance Group at Republic National Bank, which he joined in March 1989. At Republic National Bank, Mr. Sigona held numerous positions, including First Vice President of the Finance Division and Internal Audit Manager. Prior to joining Republic National Bank, Mr. Sigona was a supervising senior accountant at KPMG Peat Marwick.

Thomas Kasulka serves as Executive Vice President and Chief Lending Ofﬁcer at the Bank, where he is responsi-ble for coordinating the institution's lending activities. Mr. Kasulka is a seasoned ﬁnance veteran with more than 30 years of middle market and corporate banking experience. He joined the Bank in 2004 as a Group Director and Senior Vice President, building one of its most successful private client banking groups. In November 2017, he was promoted to his current position. Prior to joining the Bank, Mr. Kasulka was Executive Vice President and Division Head at Fleet Bank, directing the New York Corporate and Middle Market Banking Group and the Apparel and Textile Groups.

Peter S. Quinlan serves as Treasurer and Executive Vice President of the Bank, a role to which he was promoted in February 2011. Prior to this post, he served as Treasurer and Senior Vice President of the Bank from November 2006. In this capacity, he manages the investment portfolio, interest rate risk and liquidity management functions of the insti-tution. Prior to this appointment, he had been serving as Treasurer of the Bank. He also serves as the Chairman of the Bank's Asset Liability Management Committee. Prior to joining the Bank, he was a divisional Chief Financial Ofﬁcer of Bank Hapoalim, which he joined in September 2000. He also previously served as the Treasurer of Clarity Holdings and Clarity Bank as well as the Controller of First Trade Union Bank. Mr. Quinlan began his banking career with the Ofﬁce of the Comptroller of the Currency (OCC) as an Associate National Bank Examiner.

Vito Susca serves as Executive Vice President and Chief Financial Ofﬁcer of the Bank, managing the Bank's ﬁ-nance, accounting and tax functions, a role he was promoted to in October 2017. Prior to this post, he served as Senior Vice President and Chief Financial Ofﬁcer since May 2013. Mr. Susca joined the Bank in March 2004 and has served as Senior Vice President and Controller. Before joining the Bank, he held various positions at Republic National Bank of New York, which he joined in 1991, and then HSBC Bank USA/HSBC Securities Inc. following the acquisition of Republic by HSBC. Roles Mr. Susca held include Vice President and Deputy Controller in the Derivative Products Group and Vice President in the Global Trading Operations Financial Control Group. He was also First Vice President and Deputy Man-ager in Treasury Finance for HSBC Bank USA/HSBC Securities Inc. Mr. Susca is a member of the American Institute of Certiﬁed Public Accountants and the New York State Society of CPAs.

Brian Twomey serves as Senior Vice President and Chief Credit Ofﬁcer at the Bank. In this capacity, he oversees the Bank's credit-related policies, loan quality and approval functions. Mr. Twomey brings 35 years of banking experi-ence to his position at the Bank. Mr. Twomey joined the Bank in 2007 and previously held several roles, including Direc-tor of Risk Management and Director of Credit Risk before being promoted to Chief Credit Ofﬁcer in November 2017. Prior to joining the Bank, Mr. Twomey was a Credit Team Leader at Morgan Stanley in its nationwide business lending area. At Dime/WaMu, he was the Deputy Chief Credit Ofﬁcer for C&I Lending in the Northeast and Chicago as well as a Workout Ofﬁcer.

Lisa Bond serves as Senior Vice President and Chief Social Impact Ofﬁcer, which encompasses diversity, equity, inclusion, sustainability, human capital, community engagement and other environmental, social and governance re-lated initiatives, programs and policies. Ms. Bond was appointed to this newly created position in December 2020. Ms. Bond brings more than 30 years of human resources experience to the Bank. Over the course of her career, she guided several companies and major brands, including Macy's, Inc., Bulgari, Lacoste and L'Occitane, among others, through various, in-depth human capital strategies, helping them build high-performance client-centric, inclusive cultures. Ms. Bond is responsible for strengthening the Bank's overall social impact strategy and framework, extending to all aspects of the franchise, including colleagues, clients and the communities served. The role consolidates these efforts into a centralized department, under her direction. Additionally, the Bank's Community Development team is also under Ms. Bond's oversight. Ms. Bond also leads the Bank's Social Impact Management Committee.

Ana Harris serves as Senior Vice President and Chief Human Resources Ofﬁcer at the Bank. Ms. Harris has led human resources for the Bank since its inception in 2001, holding roles of increasing responsibility. She was promoted to this position in December 2020 after serving as Director of Human Resources for six years, and initially held the post of Human Resources Manager from 2000 (as the Bank prepared for launch) through 2006. With 30 years of experi-ence, Ms. Harris has been instrumental in shaping the Bank's corporate culture throughout its existence. Additionally, Ms. Harris is credited with helping the Bank reach several milestones, including creation of an award-winning wellness program and implementation of a major cloud-based human resources management system. Ms. Harris is a member of the Bank's Compensation and Product Committees. She also serves as Plan Administrator for the Bank's 401(k) Plan and is a member of the Investment Policy Committee for the plan. As Chief Human Resources Ofﬁcer, Harris leads all the Bank's human resources functions, spanning talent acquisition, employee relations, total rewards, training, payroll, human resources systems and compliance. Harris reinforces the critical culture of the Bank and develops human re-sources programs that will attract, develop, reward and retain highly valued colleagues.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

This Compensation Discussion and Analysis ("CD&A") describes the principles, policies and practices that informed our executive compensation program for our 2020 named executive ofﬁcers ("NEOs") listed below, three of whom are founders of the Bank who have driven our long-term growth and stability for over 20 years.

Joseph J. DePaolo CEO, PresidentScott A. Shay Executive Chairman of the Board

John Tamberlane Vice-ChairmanEric R. Howell Senior Executive Vice President- Corporate & Business DevelopmentVito Susca Executive Vice President & Chief Financial Ofﬁcer

Founders of Signature Bank

Our compensaon program is structured to reﬂect our evoluonary and entrepreneurial business strategy and organizaonal structure. Our goal is to deliver long-term value to our shareholders through an innovave business and operaonal model that is diﬀerent than a tradional bank. Our success and signiﬁcant organic growth reﬂect the vision of our three founder NEOs who built a company of veteran bankers to provide disncve client-centric service. Our compensaon program is designed to reward our execuves for delivering a stable income stream and long-term value to our shareholders, while balancing our focus on prudent risk-taking that ensures the safety and soundness of the Bank. During these turbulent mes, we believe that our compensaon program encourages and rewards a strong and steady management team to drive our business strategy for the beneﬁt of our clients and shareholders.

This CD&A is intended to provide our shareholders with an understanding of how our execuve compensaon decisions for 2020 were designed to align with our business strategy, pay-for-performance philosophy and the long-term interests of our shareholders.

Roadmap to CD&A

Below we provide a guide to our CD&A, including topics and page numbers.

Business Performance Highlights	Page 27
Engagement with Shareholders and Changes in Our 2020 Executive Compensation Program	Page 29
Compensation Philosophy and Process	Page 31
2020 Compensation Program & Pay Decisions	Page 34
Best Practice Policies and Practices	Page 42

BUSINESS PERFORMANCE HIGHLIGHTS

Highlights of our 2020 Performance Results

Signature Bank had a year of signiﬁcant growth and achievement that would be considered extraordinary in any year, but especially notable in 2020, a year in which the global COVID-19 pandemic created unprecedented challenges for our business. We continued to execute our unique business strategy without interruption, and we are proud of our innovation and organic growth.

Our ﬁnancial accomplishments for 2020 included:

■ Record total deposit growth of $22.93 billion, which reﬂects a 56.8% increase over our prior ﬁscal year;
■ Record asset growth of $23.3 billion, which reﬂects a 46% increase over our prior ﬁscal year and is equivalent to acquiring a top 50 bank, but achieved organically without expending shareholder value;
■ Top percentile ROE (Return on Equity) of 10.75%, which ranks at the 76th percentile of our peer group;
■ Strong ROA (Return on Assets) of 0.87%, which ranks at the 53rd percentile of our peer group;
■ Strong EPS relative to peers, with our EPS (Earnings per Share) growth of -7.9% ranked at the 65th percentile of our peer group;
■ Best efﬁciency ratio performer among our peer group at 38%;
■ Even in a difﬁcult year for banks, our total shareholder return of --1.2% for 2020 ranked at the 76th percen-tile of our peer group. Since ﬁscal year-end, our stock price has continued to perform, with an approximately 61% increase from December 31, 2020 through February 26, 2021; and
■ Pre-tax, pre-provision earnings for the year increased 16.2% over the prior year.

We strategically focused on organic growth and innovation while building value for our shareholders:

■ We continued our signiﬁcant expansion into California through our strategy of investing in organic growth rather than acquisitions.
■ We were ahead of the curve in digital assets, which paid off in 2020 as the market is recognizing the strategy, leaving us well-positioned with the growth of our unique blockchain-based digital payments platform, SignetTM.
■ Our Digital Asset Banking Team surpassed $10 billion in deposits in January 2021, positioning us as one of the predominant banks in the digital asset space.
■ We added 20 Private Client Banking teams in New York, San Francisco and Los Angeles markets, signiﬁcantly expanding our presence in California.
■ Our Fund Banking Division grew by 154% over the prior year.
■ Our Specialized Mortgage Banking Solutions grew to $3.56 billion, with almost all of the growth taking place during 2020.
■ We raised more than $1 billion in capital while remaining focused on credit quality.
■ We maintained our dividend, providing a quarterly cash dividend of $0.56 per share, representing $2.24 per share on an annualized basis.

In response to the pandemic, we implemented initiatives focused on the well-being of our clients, our employees, their families and our communities. For example:

■ We quickly developed a client portal and mobilized hundreds of employees across our organization to review and approve nearly $2 billion in Paycheck Protection Program (PPP) loans to approximately 5,000 clients;
■ We immediately implemented a work from home policy where possible and implemented sanitation and social distancing protocols throughout our ofﬁces and in our Financial Centers;
■ We supported our communities through a million-dollar donation to minority and women-owned businesses affected by COVID-19 and civil unrest.

1 See Annex A for a reconciliation of non-GAAP measures.

Our Distinctive Business Model

As a founder-led institution, we invest in the long term, which enables us to be efﬁcient and successful in our growth. We believe that our distinctive business model was a key reason for our growth and achievement during 2020.

The Bank has grown to become one of the 25 largest banks in the U.S. according to S&P Global Market Intelligence. We are a full-service commercial bank with 36 private client ofﬁces at year-end located throughout the New York metropoli-tan area, Connecticut, North Carolina and California. With the addition of 18 new teams during 2020 we now have nearly 20% of our Private Client Teams based in California. During 2019, we started a new Venture Banking Group and a new Specialized Mortgage Servicing Team, both of which performed strongly in 2020. We were also the ﬁrst FDIC insured bank to launch an innovative digital payments platform called SignetTM which has become an industry leader. Much of our success in 2020 was due to the new teams that we have hired over the past few years combined with the strong foundation of success driven by our veteran private client ofﬁces. In 2020, these teams and business lines made the transition from initiatives to full-ﬂedged businesses and drove the Bank's growth proﬁle and returns.

Since our formation in September 2000, and following our initial public offering (IPO) in March 2004, we have emerged as a leader in the banking industry. Our success is a reﬂection on the vision of our three key founders - our Chairman, Scott A. Shay, our President and Chief Executive Ofﬁcer, Joseph J. DePaolo, and our Vice-Chairman, John Tamberlane - who conceived the idea for the Bank after identifying a large void in the marketplace. They believed the mega banks at that time were overlooking and under serving an important market niche - for privately owned businesses and their owners.

The Bank continues to target and successfully address the needs of this market better than most of its competitors as evidenced by its proven track record and noteworthy ﬁnancial performance. Our executives' commitment to the Bank and our long-term clients is key to our past, present and future success.

We take an innovative approach to banking balanced by our goal to provide highly personalized client service. There are many instances during 2020 where our banking teams were able to out-maneuver competitors due to our high-touch, sin-gle-point-of-contact model on which the Bank was founded.

Unlike other commercial banks, all of our growth has been achieved organically, through expansion of our services; we have not made any acquisitions since our inception. Our core business strategy, which is focused on garnering core depos-its rather than loans, is what sets us apart from our peers and is what we believe directly creates value for our investors. We believe our depositor-safety ﬁrst and sleep-at-night approach reinforces our culture of prudent risk management.

Strong Long-Term Growth and Performance - Organic Growth from $50 Million to $74 Billion

On December 31, 2020, our shares closed at $135.29, reﬂecting an approximately 772% increase from our $15.50 share price at our initial public offering in March 2004. The graph below shows our long-term shareholder value has far exceeded our peer group and the KRX Bank Index:

SBNY Stock Performance Since IPO 1,200

1,000

800

600

400

200

SBNYPeersKRX Banks Index

Our long-term growth has been, in large part, a reﬂection of our ability to attract high quality, experienced private client bankers and deliver superior service to our clients. Our executive team has a dedicated focus on attracting the best industry talent and our stafﬁng model has been predicated on a commitment to attract veteran bankers from some of the largest ﬁnancial institutions, including many of the nation's top money center banks. As a result, our success depends to a signiﬁcant extent upon the retention and performance of our founders and key bankers that provide continuity of our culture and vision.

Another key element of our business model is our ﬂat and entrepreneurial organizational structure, where our group directors have accountability for their business success and our clients have direct access to top executives. Our top executives have relationships with most of our large depositors.

We believe our distinctive business model and organizational structure allows us to provide high quality client service, retain our key employees and ultimately deliver long-term sustainable value to our shareholders, many of whom are our employees. The Bank provides equity to 100% of our group directors responsible for client contact which serves as a reward and retention tool for our top performing bankers. These factors go to the core of our business success and translate into long-term sustainable value for our investors.

ENGAGEMENT WITH SHAREHOLDERS AND CHANGES IN OUR 2020 EXECUTIVE

COMPENSATION PROGRAM

Say-on-Pay Vote Results

In April 2020, in the advisory vote on our 2019 NEO executive compensation programs, we received support from 93.6% of the votes cast on the proposal. This result followed an intensive shareholder engagement dialog that resulted in sig-niﬁcant changes to our 2020 executive compensation program, as detailed below. We continue ongoing engagement with our shareholders and will continue to listen and evolve our pay programs based on shareholder feedback, evolving regulations and best practices.

Shareholder Engagement Process

Our dialogue with shareholders has been a critical element in the evaluation of our executive compensation program for several years. As discussed in our 2020 proxy statement, members of a Special Committee of the Board and, in some cases, senior members of the Bank's management, engaged with shareholders by phone during the period from June through November 2019, prior to implementing our 2020 executive compensation program. The Special Committee members provided an open forum to each shareholder to discuss and comment on any aspects of the Bank's executive compensation program. This outreach initiative was designed to assist our Board and Compensation Committee in fully understanding the perspectives of our shareholders with respect to our executive compensation program.

We continued this outreach in 2020. During the fall of 2020, we invited our top 40 shareholders representing 75% of our outstanding shares to directly engage with the Lead Director and compensation committee member. Shareholders rep-resenting 33% of our outstanding shares agreed to engage with us as well as a proxy advisory ﬁrm. As is customary, we provided an open forum for our shareholders to discuss any topic of importance to them. We received valuable feedback from our shareholders during this outreach, including the following:

Feedback on compensation matters:

■ Shareholders were pleased with the signiﬁcant changes we made to our executive compensation program for 2020 and noted the overwhelming support by shareholders in last year's advisory say-on-pay vote.
■ Many shareholders asked whether in connection with the COVID-19 pandemic we made any adjustments to compensation. As discussed in this CD&A, we did not make speciﬁc adjustments. Please see "2020 Annual Incentive Program and Payouts" for a description of how incentive payouts for the year were determined.
■ One shareholder asked us to consider incorporating ESG metrics into executive compensation. The Compensa-tion Committee is taking this feedback into consideration.
■ Shareholders responded favorably to our increasing the portion of performance-based equity for 2020 to 66% from 50%.

Feedback on other matters:

■ Shareholders appreciated the diversity of our Board and our organization and were pleased with the planned Board refreshment initiatives contained herein.

■

Shareholders are increasingly focused on ESG, including the Board's oversight of ESG risks and opportunities, and appreciated the steps we've taken on ESG over the past year, as further discussed elsewhere in this proxy statement.

■ Shareholders are increasingly focused on Diversity and Inclusion (D&I) at all levels of our organization.
■ Shareholders were interested in learning about our response to the COVID-19 pandemic.
■ Shareholders are looking more deeply at how banks integrate the analysis of climate change into their ﬁnancing.

The Bank and its independent directors are committed to continuing ongoing shareholder engagement on the Bank's compensation program and other important topics including ESG.

Changes to Our Executive Compensation Program in 2020

During 2020 we made several signiﬁcant changes to our incentive programs based on shareholder feedback and our desire to better align with evolving best practices. We will continue to engage with shareholders and consider evolving regulations and best practices.

■ Introduced scorecard approach for measuring performance
■ 66% weight on ﬁnancial metrics with deﬁned goals (threshold, target, stretch)
■ 34% weight on Strategic Scorecard with deﬁned factors and qualitative goals
■ Target opportunities changed from number of shares to % of base salary
■ Increased portion of performance-based equity to 66% (at target) from 50%
■ Changed performance metrics to provide more balanced and objective view of performance that aligns with shareholder perspectives, by changing ROE from budget goal to relative and adding Actual Deposit Growth and relative TSR
■ Set target performance for relative metrics at the 55th percentile to ensure we perform better than median to achieve target awards
■ Increased performance period from 1 year to 3 years with cliff vesting at the end of the 3-year period
■ Eliminated payment of dividends on unvested equity (time and performance-vested shares)
■ Adopted a formal clawback policy, which applies to all incentive and equity awards granted in 2020 or later
■ Increased stock ownership guidelines for CEO and Chairman (6x salary)

COMPENSATION PHILOSOPHY AND PROCESS

Compensation Philosophy and Pay Mix

Our compensation program is designed to attract and retain top talent, motivate achievement of our business strategy over the short-term and long-term horizon, align executives with shareholders and balance pay decisions with sound risk management practices that ensure the safety and soundness of the Bank. Our 2020 executive compensation program places signiﬁcant focus on performance-based compensation (annual cash and long-term equity) which is paid based on achievement of our ﬁnancial performance (2/3 of annual cash incentives and 2/3 of long-term equity incentives). We believe a meaningful portion of an executive's pay should vary based on performance against our short-term and long-term strategic objectives. We also consider the safety and soundness of our business and other important qualitative/ strategic factors in the annual incentive payout determinations. Additional policies such as stock ownership guidelines, holding requirements and a clawback policy further reinforces the importance of these philosophical principles.

Our executives' target total compensation places a signiﬁcant focus on equity and performance-based pay, as illustrated for the CEO in the chart below. For 2020, 84% of the CEO's pay is at-risk and based on performance, with nearly 40% based on long-term performance and almost 60% paid in equity awards.

2020 CEO Pay Mix

Base 16%Perf.

Units 39%Annual Incentive 26%Time-Based RS 19%

At Risk - Performance Based

Compensation: 84%

Performance Metric Selection

In developing the performance metrics for our annual and long-term incentive programs, the Compensation Committee considered several factors, including:

■ our business strategy;
■ ability to inﬂuence long-term value creation;
■ perspectives of our shareholders; and
■ sound risk management practices.

We believe our performance metrics (and resulting compensation) reﬂect a focused, but well-balanced view of perfor-mance that supports our expectations to drive strong business results, provide sound risk management and lead to long-term shareholder value.

For 2020, we added two additional measures (Actual Deposit Growth and TSR) to our long-term incentive program. We also changed the ROE metric from an absolute metric to a three-year relative metric that compares our performance to an objective industry index. We believe the enhancements to our incentive metric mix for 2020 provides a more balanced view of absolute and relative performance over both annual and three-year performance periods. In addition, all of the ﬁnancial performance metrics in our incentive plans ultimately drive proﬁts and increase the value to our shareholders.

ROE and Actual Deposit Growth are the two most critical drivers of our business strategy and are therefore included in both the annual and long-term incentive programs. The measurement perspectives (i.e., absolute vs relative perfor-mance and 1-year vs 3-year performance periods) are different in the two programs. The aggregate weight of each of these two metrics reﬂects approximately 37% of our NEOs' total performance-based incentive opportunities and approx-imately 28% of their aggregate incentive opportunities when including restricted stock. The Compensation Committee believes this program structure provides appropriate focus on key performance metrics while ensuring a balanced ap-proach that is not overly weighted toward any one metric. Below is a summary of the key metrics and aggregate weights of the performance metrics in our new incentive plans.

2020 Incentive Metrics

Long-term

Incentive Performance

Metrics

3-yearROE 6.7% ROA 6.7%

+/-20%

Deposit Growth 29.7%

EPSGrowth 6.7%

Annual Incentive Metrics

TSR Modiﬁer

DepositGrowth 6.7%

Strategic/ Qualitative 13.8%

Relative ROE 29.7%

Pay Decision Factors

The Compensation Committee considers a number of factors when evaluating the pay of its NEOs. Factors include but are not limited to:

ü market reference data from our compensation peer group;
ü the Bank's distinctive business model, particularly compared to peers (e.g., limited retail business, organic growth vs acquisitive growth);
ü ﬂat organization structure for business development which places a greater degree of responsibility and over-sight on our senior management team;
ü more efﬁcient business model (e.g., higher revenue and net income/full time employee); and
ü client retention reliant on executive management team interaction.

The Compensation Committee believes the Bank's success is more than just our stock price at any point in time. Stock values can be inﬂuenced by external market forces that are unrelated to the Bank's core business and risk management strategy. In considering executive compensation, the Compensation Committee considers stock price along with indus-try peer market data and the factors above.

Compensation Peer Group

With the assistance of its independent compensation consultant, the Compensation Committee approved a peer group in the fall of 2019 for use in conducting a competitive market analysis of compensation for our named executive ofﬁcers. While our business model is different from those of other banks, the peer group data provides an important and valuable reference as we develop our compensation program and make pay decisions.

The compensation peer group was selected from an objective screening process that considered publicly traded U.S. based companies of similar industry (i.e., banks) and size (approximately ½ to 2x assets) with a goal to position the Bank near the median. Using objective criteria, 17 banks were deﬁned as appropriate peers. At the time of the peer group selection process, the Bank's assets of $48.9 billion were positioned at the 53rd percentile of the peer group (median of $47.3 billion) and as a reference, the Bank's market capitalization was positioned at the 68th percentile of the peer

group, as illustrated below:
Assets	Market Cap
25th	50th	75th

75th

25th

50th

Compared to the prior peer group, two banks were added, Huntington Bancshares Incorporated and Valley National Bank, and two banks were dropped, IBERIA Corporation and Sterling Bancorp. These changes better position the Bank closer to the median relative to size.

Despite the Bank's different business model and larger market cap, the Compensation Committee believed this updated peer group to be the best available view of market perspective. In accordance with the foregoing process and analysis, the Compensation Committee approved the following peer group of 17 banks to provide a reference for setting of 2020 compensation:

BOK Financial Corporation

CIT Group Inc.

Comerica Incorporated Cullen/Frost Bankers, Inc. East West Bancorp, Inc. First Citizens Bancshares, Inc.

First Horizon Corp.

First Republic Bank F.N.B. CorporationHuntington Bancshares Incorporated New York Community Bancorp, Inc.

People's United Financial, Inc.

SVB Financial Group Synovus Financial Corp.

Valley National Bancorp Wintrust Financial Corporation

Zions Bancorporation

The peer group was used to provide a reference for the Compensation Committee's consideration to set 2020 pay opportunities. The peer group was also used by the compensation consultant to conduct comprehensive competitive analyses of our executive and Board compensation. The Compensation Committee also considers our performance relative to this peer group as a reference for goal setting and qualitative performance assessments. The Compensation Committee believes the peer group is one of many important factors (as discussed above) to consider when setting pay levels and making pay decisions.

Compensation Committee Process

The Compensation Committee meets several times each year to discuss and approve compensation programs and policies related to the executive ofﬁcers and the Board. A high level summary is provided in the table below, although actual meeting agendas may vary and include other periodic items:

■ 2020 Annual Compensation Committee Process

January/February	■	Review prior year ﬁnancial performance and incentive scorecards for NEOs
■	Approve incentive awards (annual cash and equity grants)
■	Develop annual and long-term incentive programs for upcoming year
■	Approve target pay for upcoming year (base salary, annual and long-term incentive
target opportunities)
■	Review risk assessment of compensation programs
■	Review and approve Compensation Committee charter
■	Review Independence of Compensation Consultant
■	Review and approve CD&A
■	Review stock ownership guidelines
■	Review succession plan and organization chart
■	Approve outside director pay
August	■	Review Say-on-Pay results and shareholder feedback
■	Plan shareholder engagement
■	COVID-19 response and performance update
■	Review performance goals and revised budget in light of pandemic
November/December	■	Consultant update on market trends/best practices/COVID-19 impact
■	Preliminary discussion of incentive programs for upcoming year
■	Preliminary review of incentive plan results
33

Periodic/As Needed	■	Executive sessions (without management)
■	Pay-for-performance analysis
■	Compensation peer group benchmarking of program designs/policies
Management Role

Our Executive Chairman, Scott A. Shay, and our CEO, Joseph J. DePaolo, annually review all senior management performance and compensation packages, other than their own. They provide recommendations to the Compensation Committee with respect to salary adjustments and annual award amounts. The Compensation Committee determines and approves the compensation packages of the Executive Chairman and the CEO and approves the compensation packages of all senior management, giving consideration to the recommendations of the Executive Chairman and the CEO. Only the Executive Chairman and the Compensation Committee participate in an annual evaluation of the perfor-mance of our CEO, and the Compensation Committee determines and approves the CEO's compensation level based on this evaluation. Neither the CEO nor the Executive Chairman is present during voting or deliberations relating to their own compensation.

Compensation Consultant Role

The Compensation Committee continued to engage Meridian Compensation Partners, LLC ("Meridian") to serve as its independent advisor. The consultant provided the Compensation Committee with market and best practice guidance to consider related to NEO compensation programs and pay levels. The Compensation Committee meets with Meridian in executive session. The Compensation Committee has the sole authority to retain or terminate consultants to assist it in the evaluation of executive and director compensation. The Compensation Committee has the sole authority to determine the terms of engagement and the extent of funding necessary for payment of compensation to any consultant retained to advise the Compensation Committee. The Compensation Committee's consultant for 2020 did not provide any services to management and would not do so without the prior approval of the Compensation Committee. The Com- pensation Committee has assessed and determined the compensation consultants were independent with respect to the applicable factors set forth in new SEC rules and NASDAQ listing standards.

2020 COMPENSATION PROGRAM & PAY DECISIONS

For our ﬁscal year ended December 31, 2020, the principal components of compensation for our NEOs were:

Component

Purpose

Base Salary

Provides ﬁxed compensation for services provided as part of each executive's role

Annual Incentive

Variable pay that motivates and rewards executives for achievements related to our annual business plan which we believe ultimately drives our long-term success

Long-Term Equity

Variable pay that rewards our long-term performance and increases shareholder value

Beneﬁts

Provides protection related beneﬁts

Base Salary

We provide executive ofﬁcers with a competitive base salary to compensate them for services rendered during the ﬁscal year. We review base salaries annually, and, during such review, consider each named executive ofﬁcer's scope of role and responsibilities, experience and performance, market data provided by the consultant as well as internal equity.

Base salaries have historically and intentionally been targeted to be conservative to our peers (i.e., at or below the median) in recognition of our philosophy of placing greater emphasis on equity to reward our long-term performance and align with shareholder interests. For 2020, the Compensation Committee approved base salary increases for someof our NEOs (other than our CEO and Executive Chair), to reﬂect market data and each executive's performance and contribution in their role. The following table shows each NEO's base salary for 2019 and 2020:

Executive	2019 Base Salary	2020 Base Salary
Joseph J. DePaolo	$927,000	$927,000
Scott A. Shay	$659,200	$659,200
John Tamberlane	$489,250	$500,000
Eric R. Howell	$463,500	$500,000
Vito Susca	$375,000	$450,000
Annual Incentive Compensation (AIP)
2020 Annual Incentive Program and Payouts

We provide opportunities for our executives to earn annual cash incentive awards that reward performance goals de-ﬁned for the year. Performance goals are based on our business strategy and budget approved by the Board. Our incentive program is designed to:

■ focus executives on key ﬁnancial and strategic goals that support our annual business plan;
■ link short-term pay to our annual ﬁnancial performance;
■ put a meaningful portion of compensation at risk based on our ﬁnancial success;
■ incentivize and motivate executives to achieve our short-term strategic and ﬁnancial objectives that we believe will drive long-term value creation; and
■ provide a competitive level of target annual compensation to attract and retain key talent.

At the beginning of 2020, the Compensation Committee set annual incentive targets for our NEOs, reﬂecting a signif-icant reduction from 2019 for the CEO and Executive Chair in response to shareholder feedback and consideration of peer benchmarking. The following table shows each NEO's annual incentive target for 2019 and 2020, as a percentage of base salary:

Executive	2019 Target	2020 Target
Joseph J. DePaolo	275%	160%
Scott A. Shay	185%	150%
John Tamberlane	115%	130%
Eric R. Howell	115%	130%
Vito Susca	115%	110%

The Compensation Committee also approved retaining the same performance metrics for 2020 that were developed in 2019 in response to shareholder feedback, with 66% based on ﬁnancial metrics and 34% based on a Strategic/Qualita-tive Scorecard, as follows:

Annual Incentive Metric

Weighting as % of Annual Incentive

Return on Equity (ROE) 16.5%

Return on Assets (ROA) 16.5%

Diluted EPS Growth 16.5%

} 66% Financial Metrics

Actual Deposit Growth 16.5%

Strategic/Qualitative Scorecard 34.0%

These metrics were selected by the Compensation Committee to provide a comprehensive and balanced approach to assessing and rewarding our performance:

■ ROE and EPS are common metrics used by investors to evaluate the proﬁtability of a company and we believe this helps ensure our executive ofﬁcers' compensation is aligned with shareholder interests,

■ ROA is a common metric in the banking industry which measures how efﬁciently we manage our assets

(e.g., loans) to generate earnings, and

■

Actual Deposit Growth is a key driver of the overall performance of our banking franchise.

The Committee believed a Strategic/Qualitative component to be an important feature to provide a holistic view of per-formance that incorporates a balance of ﬁnancial performance as well as strategic achievements, risk, compliance, reg-ulatory safety and soundness and other critical matters. The Committee determined to keep the same Strategic/Qual-itative factors in 2020 as approved in 2019 as these categories continued to be critical aspects of assessing business performance. Below are the factors approved at the beginning of the year as part of the executives' Strategic/Qualitative component (reﬂecting 34%) of the annual incentive award for 2020 (the "Scorecard Factors"):

Strategic/Qualitative Scorecard Performance Factors

Ø	Earnings	Ø	TSR	Ø	Maintain Culture of High Ethical Standards
Ø	Loan Growth	Ø	Tangible Capital Ratio	Ø	Prudent Risk Management
Ø	Credit Performance	Ø	Asset Liability Management	Ø	Reputation of the Bank
Ø	Efﬁciency Ratio	Ø	Continued Growth in Strategic Opportunities	Ø	Ratings/Reputation with Regulators

Once the metrics are approved, the Compensation Committee establishes the ﬁnancial performance goals, where applicable, based on our Board-approved business plan and strategic priorities. The Committee was scheduled to ap-prove the 2020 goals in March, which coincided with increasing awareness of the impact of the COVID-19 pandemic.

Board and management priorities shifted quickly to focus on safety of employees and clients as the pandemic raged through New York City. As a result, the Committee delayed approval of the ﬁnancial goals until more information was known about the global pandemic and its impact on the Bank's business, employees and customers. In June the Board approved a redeﬁned budget. At that time, the Board believed the revised budget goals represented strong performance but acknowledged that signiﬁcant uncertainty remained in terms of COVID-19's impact on the economy and metropoli-tan New York businesses.

While the redeﬁned budget provided the primary reference for performance expectations, as a result of the continued uncertainty of the COVID-19 pandemic, the Compensation Committee decided that 2020 performance should consider multiple perspectives of our achievement of ﬁnancial goals which would be assessed at year end including:

■ 2020 Budget;
■ Performance relative to our peers;
■ Performance relative to 2019 target levels; and
■ Performance relative to 2019 performance

The Committee believed taking a comprehensive assessment of performance was critical in this year of uncertainty and change.

In the ﬁrst quarter of 2021, the Compensation Committee met multiple times in January and February to assess perfor-mance relative to the ﬁnancial and strategic goals approved for ﬁscal year 2020. Below is a summary of performance considerations and the evaluation process the Committee used to determine the payout for 2020 performance.

■ The Committee ﬁrst considered that 2020 performance relative to the 2020 budget reapproved by the Board in June exceeded budget for all four ﬁnancial metrics.
■ To provide supplemental perspective, the Committee also considered performance relative to peers, which indicated that the Bank's performance was very strong compared to peers, ranking between the 53rd and 76th percentiles for the ﬁnancial metrics.
■ The Committee also considered 2020 performance compared to 2019 target and actual performance, recogniz-ing that 2019 was a strong year where performance exceeded target on all goals except Actual Deposit Growth, which achieved target performance.

The Committee assigned a performance factor for each ﬁnancial metric to serve as a starting point for determining the incentive payout as referenced in the following table:

2019

2020

2020 Actual Compared to:PerformanceCategory

Weight

Measure

TargetActualActualBudgetPeer Median

2019 Target

2019 Actual

2020 BudgetPeer GroupPerf.

ROE

16.50%

12%

12.83%10.75%9.83%7.71%Slightly BelowAbove

Above 75th

(76th)

175%ROA

16.50%

1.15%

1.20%

0.87%

0.85%

0.82%Below

Slightly AboveAbove 50th

105%

(53rd)

Financial

Diluted EPS

Growth Actual Deposit

16.50%16.50%

12% $4b

17.80%

-7.95%

-15.24%

-21.60%Well Below

$4b

$22.9b$11.3b$15.6bWell Below

GrowthWell Above Well Above

Above 50th

(65th) Above 50th

120%

(65th)Strategic/Qualitative

34%

See

200%150%

Below

Total

100%

Weighted average initial payout funding:150.0%

Below are the Committee's considerations when approving the payout rating for each ﬁnancial metric:

■ 175% payout for ROE given our achievement above 2020 budget and above the 75th percentile of peers.
■ 105% payout for ROA considering our achievement slightly above 2020 budget and peer performance.
■ 120% payout for diluted EPS growth considering our achievement well above budget and 65th percentile per-formance relative to peers. Given the challenges in the banking sector, growth was negative but our diluted EPS was $9.96 compared to $10.87 in 2019, considered strong performance by the Committee.
■ 200% payout for Actual Deposit Growth considering our achievement well above budget, 2019 and peers (65th percentile). The Committee also noted that on an actual dollar basis, deposits doubled over budget and were 5.7 times 2019 actual and budget, a result of our signiﬁcant organic expansion in 2020.

To determine the Strategic/Qualitative component, the Compensation Committee also reviewed and discussed per-formance relative to the 12 original Scorecard Factors plus the addition of our COVID-19 Response. The Committee believed these factors represent critical performance indicators that contribute to the Bank's long-term success.

The Scorecard Factors consist of a broad representation of ﬁnancial and non-ﬁnancial factors. The Compensation Committee's assessment of the Scorecard Factors determines 34% of the target opportunity for each executive. Below is a summary of the Compensation Committee's considerations when determining the payout for the strategic goals component of the annual incentive:

Scorecard Factor

Considerations

Earnings	• Net Income was down 10% from 2019, which was considered very positive in light of the im-
pact of new accounting standards requiring a new method for recognizing credit losses that is
referred to as the current expected credit loss (CECL) method which results in volatile
provisions for loan losses, which increased signiﬁcantly due to COVID-19.
• When considering Pre-Tax, Pre-Provision performance, a common banking metric that
excludes the volatile CECL provision, 2020 performance was 16% higher than 2019.
Loan Growth	• Record 20% growth in core loans (excluding Paycheck Protection Program (PPP) loans).
Credit Performance	• Credit quality remains strong and the Bank has strong reserves, even though this was a
challenging metric for the year given new CECL accounting and uncertainty in the pandemic.
Efﬁciency Ratio	• Our efﬁciency ratio of 38% ranked #1 compared to the peer group.
Total Shareholder Return (TSR)	• Our 1-year TSR ranked at the 76th percentile of our peer group.
37

Tangible Capital Ratio

Asset Liability ManagementContinued Growth in Strategic OpportunitiesMaintain Culture of High Ethical Standards

Prudent Risk Management

Reputation of the BankReputation with Regulators

• Our year-end tangible equity to tangible assets ratio was 6.89%. A robust capital level is important to the Bank, our depositor clients and our shareholders given the high level of growth the Bank achieves each year.
• One of our strategic initiatives has been to decrease the level of interest rate sensitivity of the balance sheet by adding ﬂoating rate loans to offset the larger portfolio of ﬁxed rate loans. The Bank increased the ﬂoating rate component of its loan book to 31.85% as of December 31, 2020.
• Signiﬁcant success expanding new areas of business in the midst of a pandemic (par-ticularly with New York and California states critically impacted by the pandemic). These expansion areas are critical to positioning the Bank as an innovative market leader.
• Signiﬁcant progress on expansion into California, with addition of 5 new private client bank-ing teams in San Francisco and 13 in the greater Los Angeles market, all on-boarded in the middle of the pandemic.
• Our Fund Banking Division grew 154% in 2020 compared to the prior year.
• Our Digital Asset Banking Team surpassed $10 billion in deposits during January 2021, positioning us as one of the predominant banks in the digital asset space.
• The Bank's executives consistently maintain high ethical standards in the ways in which we conduct our business and serve our clients.
• Sound risk management is deeply rooted in our culture, and based on our Board's over-sight, we believe that the Bank and its executives place signiﬁcant focus on reducing risk exposure.
• Our executives have a focused dedication to the Bank's clients and community evidenced by their willingness to support clients when they need it the most.
• For the sixth consecutive year, the Bank received Cigna's Well-Being Award for exhibiting a strong commitment to improving the health and well-being of colleagues through our innovative and comprehensive workplace wellness program.
• For the 10th consecutive year, the Bank was included on Forbes' annual Best Banks in America list.
• The New York legal community chose Signature Bank as #1 in the Business Bank, Private Bank and Business Escrow Services categories of New York Law Journal's "Best of" 11th annual survey. The 2020 New York Law Journal ranking indicates the 11th consecutive year where Signature Bank earned a top three position in one or more of these same categories.
• For the third consecutive year, the national legal community voted Signature Bank #2 in the U.S. in three categories of The National Law Journal's 2021 "Best of" annual reader survey, including Business Bank, Private Bank and Attorney Escrow Services.
• Signature Bank earned a place in the Hall of Fame of both The National Law Journal and New York Law Journal readers' polls. This honor is awarded only to those entities that continually placed in the same "Best of" categories for at least three of the past four years.
• Ranked third on industry trade magazine Bank Director's 2020 Bank Performance Score-card for institutions with assets of $50 billion and above.
• Earned a Women on Boards "W" Winning Company Award for the second consecutive year.
• Placed #24 in the Top 40 of America's Largest Banks list by S&P Global.
• Our executives continued to place a high level of importance on regulator feedback, which is incorporated into everything we do.

COVID-19 Response

• We implemented signiﬁcant initiatives to secure the safety of our employees and serve our clients.
• We provided additional pay for colleagues working on PPP, remote work rollout and Finan- cial Center Staff as well as commitment to colleagues to continue pay without question or impact to paid-time off through May 31st (10 weeks of guaranteed pay) along with other enhancements to vacation and other beneﬁts.
• We committed to no reduction of staff during the pandemic.
• We made a $1.0 million donation to minority- and women-owned businesses affected by COVID-19 and civil unrest.
• We served clients through beneﬁcial programs such as the Paycheck Protection Program (PPP).

Based on the assessment of the above factors, the Compensation Committee determined 150% payout (out of 200% maximum) for the Strategic/Qualitative Scorecard component.

The ﬁnal payout percentage was calculated in accordance with the weights assigned to each ﬁnancial metric (i.e. 16.5% each, total of 66%) as well as the 34% allocated to the Strategic/Qualitative Scorecard. Based on the weighted average of the payout ratings summarized in the table above, results provided for a 150% payout (between target and stretch) which was approved by the Compensation Committee to recognize the Bank's strong performance relative to budget and peer performance as well as the broader ﬁnancial results and strategic/qualitative performance as discussed above.

Prior to determining the ﬁnal payout for each executive, the Committee also considered projected 2021 payouts relative to the prior year (i.e., reﬂecting changes to incentive target opportunities combined with higher payouts), internal equity year over year total compensation and, particularly for our Chief Financial Ofﬁcer, compensation compared to the peer group. Accordingly, the Committee made negative adjustments before approving the ﬁnal actual payouts, which ranged from 127% to 150% of target as shown in the table below. The ﬁnal result was a decrease in incentive payouts year over year for the CEO and Executive Chair and an increase in payouts for the other three NEOs.

Executive

Target % of Base

Actual Payout % of Target

Total Payout ($)

Joseph J. DePaolo Scott A. Shay John Tamberlane Eric R. Howell Vito Susca

160%

150%

130%

110%

150%

140%

127%

150%

2,225,000

1,384,000

825,000

742,500

Long-Term Incentive (LTI) Compensation

The purpose of our long-term incentive compensation (i.e., equity-based awards) is to provide a signiﬁcant portion of ex-ecutive pay in equity and subject to performance conditions that incentivize our executives to increase shareholder value over the long-term. Long-term incentives also give us a competitive advantage in attracting and retaining our leadership team. Our vesting requirements, stock ownership guidelines and holding requirements also support these objectives.

2020 Target Opportunities

Prior to 2020, stock awards were denominated as a number of shares. In response to shareholder feedback, our LTI program changed the deﬁnition of target opportunities from number of shares to a value (i.e., percentage of base salary). This approach is consistent with market and best practice. Below are the LTI target award opportunities, which are split 66% as performance share units ("PSUs") and 34% as restricted stock.

Executive	Target Opportunity (% of Base Salary)
Joseph J. DePaolo	350%
Scott A. Shay	325%
John Tamberlane	300%
Eric R. Howell	300%
Vito Susca	235%

2020 Long-Term Incentive (Equity) Grants

The 2020 grants reported in this proxy's Summary Compensation Table were made in January 2020 and consist of the following types of awards:

■ 66% were granted as a target-level number of PSUs, which become eligible for vesting in 2023 in an amount dependent on our performance for the three-year period from 2020-2022 against pre-established goals, and

■

34% were granted as shares of restricted stock, which vest 25% annually over four years.

The PSUs will vest based on three-year average ROE (relative) and three-year Actual Deposit Growth (absolute), sub-ject to a TSR modiﬁer. The following table summarizes the performance metrics for the 2020 PSUs

Performance Metrics

Weight

Threshold (50% vest)

Target (100% vest)Stretch (150% vest)

3-Yr Average ROE (Relative)	50%	35th Percentile	55th Percentile	75th Percentile
3-Yr Actual Deposit Growth (Absolute)	50%	$9 billion	$12 billion	$15 billion
Payout (% of Target)	100%	50%	100%	150%
Relative TSR Modiﬁer (+/-20%)

< 35th Percentile = 20% reduction in number of vested PSUs >75th Percentile = 20% increase in number of vested PSUs

If our three-year TSR is negative, the total vesting for the PSUs will be capped at target. For achievement between the levels stated in the table, the payout percentage is determined by linear interpolation.

Relative performance will assess our performance compared to an industry index consisting of 35 banks with assets between $25 billion and $250 billion, selected from the KBW Regional Bank Index and KBW Banking Index (excluding Asset Management and Custody Banks) and determined at the start of the performance period, subject to the removal of any company that is de-registered or acquired before the end of the performance period.

Based on the foregoing vesting and performance terms, in January 2020, the Compensation Committee approved the following equity awards for each of our named executive ofﬁcers:

2020 Long-Term Equity Incentive Awards
Executive	Performance Share Units	Restricted Stock
# Shares (Target)(1)	$ Value (Target)	# Shares(1)	$ Value

Joseph J. DePaolo	14,768	$ 2,141,370	7,608	$1,103,130
Scott A. Shay	9,751	$1,413,984	5,024	$728,416
John Tamberlane	6,828	$ 990,000	3,517	$510,000
Eric R. Howell	6,828	$ 990,000	3,517	$510,000
Vito Susca	4,814	$697,950	2,480	$359,550

(1) The number of shares was determined by dividing the dollar value by our closing stock price on the grant date.

2018 and 2019 Performance Share Grants Which Vest Based on 2020 Performance

Our prior performance grants made in 2018 and 2019 were designed to provide the opportunity to vest 33% annually if our ROE performance for the year meets or exceeds pre-deﬁned goals. The following performance scale was used to determine the vesting of the 2020 performance tranche for the 2018 and 2019 grants:

Performance Vesting Criteria for 2020 Performance Tranche

Performance Metric	ROE < 8%	ROE less than 10% but at least 8%	ROE 10% or Greater
Vesting	0 shares vest	50% of target shares vest	100% of target shares vest

The maximum vesting of performance shares for the 2018 and 2019 grants was 100% of target.

Our ROE for 2020 was 10.75%,which means that 100% of the 2020 performance tranche (or 1/3 of the performance-based portion of the overall award) for our NEOs' 2018 and 2019 performance shares were earned for 2020 performance and will vest on or about March 22, 2021, subject to continued employment through such date.

2021 Compensation Program

The Compensation Committee retained the 2020 compensation program structure for 2021. This program reﬂected shareholder feedback, and the Committee continues to believe this structure is appropriate and effective.

The AIP will continue to be 66% ﬁnancial/formulaic with 34% based on the Strategic/Qualitative Scorecard. We be-lieve this structure continues to provide a balanced and rigorous process for evaluating our performance. While some additional perspectives were considered when determining the 2020 AIP payout to respond to the disruption due to COVID-19, our 2021 plan has speciﬁc targets, and goals to determine the payout in accordance with the formulaic ap-proach as designed in 2019. For 2021, we have added two new metrics, PPNR (Pre-Provision Net Revenue) and Actual Gross Core Loan Growth, to provide a more comprehensive focus on ﬁnancial metrics.

Long-term incentive grants for 2021 were allocated at target as 66% PSUs and 34% restricted stock, using the same performance metrics as 2020 for the PSUs.

The Committee approved base salary increases in January 2021. Salary adjustments considered each executive's role, performance, contributions to our success and median pay levels of peers. As mentioned earlier in this CD&A, salaries had historically been set conservative to our peers (i.e., at or below the median) in recognition of the greater emphasis in equity (as reﬂected by our prior practice to grant equity denominated as a number of shares). With the decrease in annual and long-term incentive target opportunities, the Committee determined that it was appropriate to target sala-ries closer to median. As a result, 2021 salaries were approved as follows: Joseph DePaolo ($1,150,000), Scott Shay ($692,500), John Tamberlane ($500,000), Eric R. Howell ($525,000) and Vito Susca ($465,000).

Executive Beneﬁts and Perquisites

We do not provide any named executive ofﬁcers with perquisites or other personal beneﬁts. Named executive ofﬁcers are eligible for participation in the Bank's 401(k) plan under which we currently provide a tiered matching feature: 100% of the ﬁrst 3% contributed and 50% of the next 4% contributed. Taxes are also paid on behalf of named executive ofﬁcers with respect to beneﬁts under disability and life insurance policies. We provide these beneﬁts as additional incentives for our executives and to remain competitive in the general marketplace for executive talent. Named executive ofﬁcers are eligible for participation in the Bank-wide employee beneﬁt programs that include medical, dental, vision, prescrip-tion drug, life insurance, accidental death and dismemberment, short-term and long-term disability, ﬂexible spending accounts and other voluntary beneﬁts.

Executive Severance and Change of Control Arrangements (Legacy)

Each of the current named executive ofﬁcers, including the founders of our business, is eligible for cash severance protection in the event of certain corporate transactions pursuant to legacy arrangements adopted in connection with the Bank's initial public offering in March 2004, through the Change of Control Severance Plan for Key Corporate Employees (the "Legacy Plan"). This Legacy Plan was designed to assure the Bank of the continued employment and dedication to duty of our founders and certain key executives through the occurrence of a change of control of the Bank. The Legacy Plan includes a modiﬁed "gross up" provision triggered only if the excise tax cannot be avoided by reducing the payments due to the executive by up to 10%. As previously disclosed, the Bank will not include any excise tax "gross up" provisions in any new contracts or arrangements and no such provisions have been included in any arrangements entered into since 2007.

The Compensation Committee has reviewed the Legacy Plan and determined that it was in the best interests of the Bank and its shareholders to not make any amendments to the plan. If the Legacy Plan is amended, certain of the payments thereunder may not be deductible due to the loss of Tax Code Reform Section 162(m) transition relief otherwise appli-cable to certain arrangements in place as of November 2, 2017. However, since 2014, participation in the Legacy Plan has not been available to new executives who may only be offered severance protection, as determined necessary on a case by case basis.

Messrs. DePaolo and Shay are also eligible for severance protection in the event of involuntary termination of employ-ment pursuant to their legacy employment agreement and chairman agreement, respectively, each as described under "Potential Post-Employment Payments Upon Termination or Change of Control." In addition, pursuant to the 2004 Equity Plan and award agreements, upon a change of control of the Bank, each named executive ofﬁcer's unvested restricted shares and PSUs will immediately be fully vested, with the amount of vesting for the PSUs in an amount no less than as determined based on performance prior to the date of the change in control. Single-trigger vesting of equity is a long-standing feature of our 2004 Equity Plan which is applicable to all participants. The Compensation Committee believes such beneﬁt appropriately rewards all of our key employees equally and ensures their retention in light of any uncertainty created by the possibility of a corporate transaction.

BEST PRACTICE POLICIES AND PRACTICES

Risk Assessment of Compensation Programs

Annually, the Compensation Committee reviews the Bank's compensation programs, policies and practices to ensure that they do not encourage excessive and unnecessary risk taking behavior. The Compensation Committee believes that the design, implementation and governance of our executive compensation program are consistent with high stan-dards of risk management. Our executive compensation program reﬂects an appropriate mix of compensation elements, balancing current and long-term performance objectives, cash and equity compensation and risks and rewards. The review process includes an evaluation of the mix between pay elements, short- and long-term programs, performance objectives, goal rigor, use of multiple performance measures and target pay levels.

Our senior risk ofﬁcial met several times with senior management and counsel to discuss the long- and short-term risks the Bank was facing that could have threatened the value of the Bank. Our senior risk ofﬁcial prepared a detailed written report setting out the terms of compensation policies and practices for the following employee groups: senior executive ofﬁcers, operations employees, employees in our private client banking groups, investment group directors, employees on our ﬁxed income desk, and our SBA group. The report was presented to the Compensation Committee at a meeting in January.

Moreover, the senior executive ofﬁcer compensation program and corporate governance practices as a whole include the following design features that we believe mitigate ofﬁcer risk-taking:

■ A signiﬁcant portion of executive ofﬁcer compensation is variable compensation, including an annual cash incen-tive opportunity and long-term equity opportunity.
■ Our incentives are based on a balanced view of performance metrics that reﬂect absolute and relative perfor-mance, annual and short-term performance and are paid in cash and equity.
■ A signiﬁcant portion of the long-term equity awards is subject to performance-based vesting requirements to ensure our executives are focused on long-term value creation for our shareholders.
■ For awards issued in 2020, we increased the portion subject to performance vesting from 50% to 66% and intro-duced three-year cliff vesting to replace the three-year annual vesting schedule.
■ Our executives are required to meet the applicable stock ownership guidelines and holding requirements.
■ All incentive awards are subject to a newly adopted clawback policy that provides for recoupment and forfeiture of awards in the event of certain ﬁnancial restatements or misconduct.

Based on these features, we believe our executive compensation program effectively (i) ensures that our compensation opportunities do not encourage excessive risk taking, (ii) keeps our named executive ofﬁcers focused on long-term val-ue creation for our shareholders and (iii) provides competitive and appropriate levels of compensation over time. After considering the presentation of our senior risk ofﬁcial, we agreed with the conclusion of our senior risk ofﬁcial that our employee compensation program, policies and practices do not encourage excessive or unnecessary risk-taking and are not reasonably likely to result in a material adverse effect on the Bank.

Stock Ownership Guidelines and Holding Requirements

The Bank enhanced its already robust policy pertaining to stock ownership and/or retention of the Bank's securities for all executive ofﬁcers and independent directors. Our ownership policy is designed to align the interests of our executives and independent directors with the long-term interests of our shareholders. The current policy requires that executives own a deﬁned multiple of salary. Starting in 2020, the guidelines for the President and CEO and the Chairman of the Board were increased from 5x base salary to 6x base salary.

Joseph J. DePaolo, President, and CEO:	6x base salary
Scott A. Shay, Chairman of the Board:	6x base salary
All other members of the senior management team:	3x base salary

Starting in 2020 and in conjunction with the new ownership guidelines, the executive hold policy was adjusted from a hold-til-retirement requirement to a requirement to hold 50% of shares (after the payment of taxes) for two years post-vest. This change was made to mitigate the risk of early retirement of our key executives and to recognize that our executives currently have a signiﬁcant portion of their wealth held in the Bank's stock until retirement.

Our independent Board members must retain 50% of any vested shares (after the payment of taxes) through retirement. This policy ensures our Board members are strongly aligned with our shareholders.

As of December 31, 2020, all of our NEOs met the above guidelines.

Clawback Policy

In response to shareholder feedback and to promote executive leadership and accountability for our long-term success, in January 2020, our Compensation Committee approved a clawback policy that allows us to recoup certain incentive compensation awarded or earned by our executive ofﬁcers if based on the achievement of ﬁnancial results that were subsequently the subject of a material restatement, or if an executive ofﬁcer engages in fraud or serious misconduct which materially and adversely impacts our business. Such recoupment is not limited to individuals engaged in miscon-duct, but misconduct may be taken into account by the Compensation Committee in its discretion. Equity awards granted during 2020 and later include provisions expressly subjecting them to the terms of the clawback policy.

Anti-Hedging Policy

Pursuant to the Bank's Securities Trading Policy, independent directors, ofﬁcers and employees are strictly prohibited from hedging any of the Bank's securities.

Tax and Accounting Considerations

The Bank considers the tax and accounting impact of compensation alongside the objectives of the executive compen-sation programs and the Bank's compensation philosophy. For taxable years beginning on and after January 1, 2018, the Tax Cuts and Jobs Act generally eliminated the "performance-based" compensation exception under 162(m) of the Internal Revenue Code and expanded the $1 million per covered employee annual limitation on deductibility to a larger group, and any covered employee in taxable years beginning on and after January 1, 2017, will continue to be a covered employee for all subsequent taxable years. As a result, the Bank may no longer take an annual deduction for any com-pensation paid to an expanded number of covered employees in excess of $1 million per covered employee unless an exception applies.

Summary Compensation Table

The following table sets forth the cash and non-cash compensation paid by or incurred on behalf of Signature Bank during the years ended December 31, 2018, December 31, 2019 and December 31, 2020 to its named executive ofﬁcers.

Non-

Option Stock Equity All Other

Name and Principal

Awards Awards Incentive Compensation

Position

YearSalary ($)Bonus ($)

($)

($)(1)

Plan ($)

($)(2)

Total ($)

Joseph J. DePaolo, President, CEO and Co-Founder

Scott A. Shay, Chairman of the Board and Co-Founder

John Tamberlane, Vice-Chairman and Co-Founder

Eric R. Howell, Senior Executive Vice President Corporate and Business Development

Vito Susca,

Executive Vice President and CFO

2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018

927,000 927,000 900,000 659,200 659,200 640,000 500,000 489,250 475,000 500,000 463,500 450,000 450,000 375,000 350,000

- - - - - - - - - - - - - - -

3,421,960 3,760,500 4,954,999 2,259,535 3,384,450

2,225,000 2,939,795 2,700,000 1,384,000 1,436,142

101,523 6,675,483
203,247 7,830,542
112,125 8,667,124

57,896 4,360,631
131,354 5,611,146
- 3,964,087 975,000
79,710 5,658,797
1,582,064 2,895,585 3,303,431 1,582,064 2,895,585 3,303,431 1,115,471 1,754,900 1,787,634
825,000 665,698 580,000 825,000 630,661 580,000 742,500 510,244 450,000
- 50,797 2,957,862
- 112,191 4,162,724
- 69,309 4,427,740
- 50,339 2,957,403
- 111,507 4,101,253
- 67,925 4,401,356

35,520 2,343,491
67,365 2,707,509
42,291 2,629,925

(1) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Refer to Note 2(q) - Stock-Based Compensa-tion to our consolidated ﬁnancial statements in our Annual Report on Form 10-K ﬁled with the FDIC for ﬁscal year ended December 31, 2020 for our accounting policy related to stock-based compensation for a discussion of assumptions used in the valuation of this column.
(2) Amounts in this column represent Bank matching contributions to our 401(k) plan, Bank contributions to each employee's HSA account, dividends paid on vested restricted stock, and payment of taxes on behalf of the executive ofﬁcers for certain payments under disability and life insurance plans and imputed income on the taxable portion of group term life insurance and bank owned life insurance in respect to 2020. For each executive ofﬁcer, the Bank 401(k) matching contribution was $14,250. For each executive ofﬁcer, the Bank HSA contribution was: Mr. DePaolo - $2,200; Mr. Shay - $2,400; Mr. Tamberlane - $960; Mr. Howell - $2,400; and Mr. Susca - $2,400. For each executive ofﬁcer, the amount of such tax payments and imputed income was: Mr. DePaolo - $2,001; Mr. Shay - $1,980; Mr. Tamberlane - $2,599; Mr. Howell - $701; and Mr. Susca - $702. For each executive ofﬁcer the amount of dividends paid was: Mr. DePaolo - $47,419; Mr. Shay - $39,266; Mr. Tamberlane - $32,988; Mr. Howell - $32,988; and Mr. Susca - $18,169.

Grants of Plan-Based Awards in 2020 Fiscal Year

The following table presents information with respect to each award made to our named executive ofﬁcers under (i) our 2004 Equity Plan in 2020, and (ii) in accordance with the terms of each of our CEO's and Executive Chairman's employ-ment agreements. No stock options were granted to our named executive ofﬁcers during 2020.

Name

Grant Date

Estimated Possible Payouts Under

Non-Equity Incentive Plan

Estimated Possible Payouts Under

Equity Incentive Plan(1)

All Other

Stock Awards: Number of Shares of Stock (#)(1)

Fair Value of Stock Awards

($)(2)

Threshold($)

Target($)

Maximum($)

Threshold(#)

Target(#)

Maximum(#)

- 2,954

1,483,200 - 988,800 - 650,000 - 650,000 - 495,000 -

1/27/2020 122,364
Joseph J. DePaolo
1/27/2020 -
1/27/2020 40,838
Vito Susca
1/27/2020 -

2,966,400 - 1,977,600 - 1,300,000 - 1,300,000 - 990,000 -

- 14,768

- 26,582

7,608 1,103,236

- 2,318,724

- 963

- 4,814

- 8,665

2,480 359,625

- 755,846

(1) Performance-based stock units ("PSUs") were granted on January 27, 2020 and will be eligible for vesting on March 22, 2023, subject to achievement of the relevant performance goals for the 2020-2022 performance period.
(2) Restricted stock awards were granted on January 27, 2020. Service-based awards vest equally over three years on March 22, 2021, March 22, 2022, and March 22, 2023. Refer to the "Compensation Discussion and Analysis" for additional information.
(3) The January 27, 2020 grant date fair value is calculated as the number of shares granted multiplied by the closing price of our common stock on Jan-uary 27, 2020 ($145.01) or, in the case of the PSUs, using a value derived from a Monte Carlo simulation model ($157.01), in accordance with FASB ASC Topic 718, consistent with the estimate of aggregate compensation cost to be recognized over the service and performance periods determined as of the grant date under FASB ASC Subtopic 718-10. Refer to Note 2(q) - Stock-Based Compensation to our consolidated ﬁnancial statements in our Annual Report on Form 10-K ﬁled with the FDIC for ﬁscal year ended December 31, 2020 for our accounting policy related to stock-based com-pensation and for a discussion of assumptions used in the valuation of this column.

Employment Agreements

The only named executive ofﬁcers who are currently party to an employment agreement are two of our founders, our CEO and our Executive Chairman.

Legacy Employment Agreement with Joseph J. DePaolo

In March 2004, we entered into an employment agreement with one of our founders, Joseph J. DePaolo, which provides that Mr. DePaolo is to serve as our President and CEO for a three-year period (with automatic one-year renewals unless either party gives 90 days' prior written notice of its intent to terminate the agreement) or until we terminate his employ-ment or he resigns. The agreement provides Mr. DePaolo with a base salary that may be adjusted annually at the Board's discretion (such base salary was $927,000 in 2019), an annual bonus subject to meeting certain performance-based criteria to be determined from time-to-time by the Board of Directors, participation in our 2004 Equity Plan, and eligibility for our employee beneﬁt plans and other beneﬁts provided in the same manner and to the same extent as to our other executive employees. Mr. DePaolo's employment agreement also contains conﬁdentiality provisions and a covenant not to solicit employees or clients during his employment term and for a period of one year thereafter. Upon termination of employment for any reason other than by us for "cause," Mr. DePaolo will also be entitled to continued medical coverage (both for himself and his dependents) until he reaches age 65 or, if earlier, he becomes eligible for comparable coverage under another employer's health plans.

The agreement provides that Mr. DePaolo will receive life insurance with a death beneﬁt equal to three times his annual base salary and long-term disability insurance up to the age of 65 in an amount not less than 50% of his annual base salary.

Legacy Employment Agreement with Scott A. Shay

In March 2004, we entered into an agreement with one of our founders, Mr. Shay, which provides that Mr. Shay will serve as our Executive Chairman for a three-year period (with automatic one-year renewals unless either party gives 90 days' prior written notice of its intent to terminate the agreement) or until we terminate his service or he resigns.

The agreement provides that Mr. Shay will receive a base fee that may be adjusted annually at the Board's discretion (such base fee was $659,200 in 2019), an annual bonus opportunity (which was guaranteed at 50% of the rate in effect for our CEO, however, the Executive Chairman waived this guarantee on his bonus beginning in 2013), participation in our 2004 Equity Plan, and eligibility for our employee beneﬁt plans and other beneﬁts provided in the same manner and to the sameextent as to our other executive employees. Mr. Shay's chairman agreement also contains conﬁdentiality provisions and a covenant not to solicit employees or clients during the term of his agreement and for a period of one year thereafter.

Outstanding Equity Awards at 2020 Fiscal Year-End

The following tables provide information about each of the outstanding stock awards held by each named executive ofﬁcer as of December 31, 2020. There were no options outstanding as of December 31, 2020. The Bank did not grant any performance-based equity awards prior to 2018.

Stock Awards
Equity Incentive Plan
Market Value of Shares	Awards: Number of Un-
Number of Shares of Stock	of Stock That Have Not	earned Shares That Have
Name	That Have Not Vested (#)	Vested ($)(1)	Not Vested (#)	Have Not Vested ($)(1)
Joseph J. DePaolo	35,959	4,864,893	30,394	4,112,004
Scott A. Shay	28,831	3,900,546	23,252	3,145,763
John Tamberlane	23,580	3,190,138	18,279	2,472,966
Eric R. Howell	23,580	3,190,138	18,279	2,472,966
Vito Susca	13,899	1,880,396	11,509	1,557,053

(1) Market value is based on the $135.29 closing price of our common stock on the NASDAQ Global Select Market at December 31, 2020.

Restricted Shares
Name	Grant Date	Number of Shares or Units of Stock That Have Not Vested (Including Unearned Shares or Units) (#)	Vesting Period	Final Vesting Date

3/22/2017	8,662	Equally - 4 Years(1)	3/22/2021
3/22/2018	5,626	Equally - 3 Years(2)	3/22/2021
3/22/2018	8,439	Equally - 4 Years(3)	3/22/2022
Joseph J. DePaolo	1/23/2019	10,000	Equally - 3 Years(4)	3/22/2022
1/23/2019	11,250	Equally - 4 Years(5)	3/22/2023
1/27/2020	14,768	In One Installment(6)	3/22/2023
1/27/2020	7,608	Equally - 3 Years(7)	3/22/2023
3/22/2017	6,930	Equally - 4 Years(1)	3/22/2021
3/22/2018	4,501	Equally - 3 Years(2)	3/22/2021
3/22/2018	6,752	Equally - 4 Years(3)	3/22/2022
Scott A. Shay	1/23/2019	9,000	Equally - 3 Years(4)	3/22/2022
1/23/2019	10,125	Equally - 4 Years(5)	3/22/2023
1/27/2020	9,751	In One Installment(6)	3/22/2023
1/27/2020	5,024	Equally - 3 Years(7)	3/22/2023
3/22/2017	5,775	Equally - 4 Years(1)	3/22/2021
3/22/2018	3,751	Equally - 3 Years(2)	3/22/2021
3/22/2018	5,626	Equally - 4 Years(3)	3/22/2022
John Tamberlane	1/23/2019	7,700	Equally - 3 Years(4)	3/22/2022
1/23/2019	8,662	Equally - 4 Years(5)	3/22/2023
1/27/2020	6,828	In One Installment(6)	3/22/2023
1/27/2020	3,517	Equally - 3 Years(7)	3/22/2023
3/22/2017	5,775	Equally - 4 Years(1)	3/22/2021
3/22/2018	3,751	Equally - 3 Years(2)	3/22/2021
3/22/2018	5,626	Equally - 4 Years(3)	3/22/2022
Eric R. Howell	1/23/2019	7,700	Equally - 3 Years(4)	3/22/2022
1/23/2019	8,662	Equally - 4 Years(5)	3/22/2023
1/27/2020	6,828	In One Installment(6)	3/22/2023
1/27/2020	3,517	Equally - 3 Years(7)	3/22/2023
3/22/2017	3,125	Equally - 4 Years(1)	3/22/2021
3/22/2018	2,029	Equally - 3 Years(2)	3/22/2021
3/22/2018	3,044	Equally - 4 Years(3)	3/22/2022
Vito Susca	1/23/2019	4,666	Equally - 3 Years(4)	3/22/2022
1/23/2019	5,250	Equally - 4 Years(5)	3/22/2023
1/27/2020	4,814	In One Installment(6)	3/22/2023
1/27/2020	2,480	Equally - 3 Years(7)	3/22/2023

(1) Service-based award vests equally over four years on March 22, 2018, March 22, 2019, March 23, 2020 and March 22, 2021.
(2) Performance-based award vests equally over three years on March 22, 2019, March 23, 2020 and March 22, 2021, subject to achievement of the relevant performance targets with the number of shares disclosed based on target performance.
(3) Service-based award vests equally over four years on March 22, 2019, March 23, 2020, March 22, 2021 and March 22, 2022.
(4) Performance-based award vests equally over three years on March 23, 2020, March 22, 2021 and March 22, 2022, subject to achievement of the relevant performance targets with the number of shares disclosed based on target performance.

(5) Service-based award vests equally over four years on March 23, 2020, March 22, 2021, March 22, 2022 and March 22, 2023.
(6) Performance-based award vests on March 22, 2023, subject to achievement of the relevant performance targets for a three-year performance period from 2020-2022, with the number of shares disclosed based on target performance.
(7) Service-based award vests equally over three years on March 22, 2021, March 22, 2022, and March 22, 2023.

Option Exercises and Stock Vested During 2020 Fiscal Year

The following table sets forth as to each of the named executive ofﬁcers information on exercises of options to purchase our common stock and the vesting of restricted shares of our common stock during 2020.

Name

Option Awards

Numberof Shares Acquired on

Value Realized on Exercise

Exercise

($)

(#)

Stock AwardsNumber of Shares Acquired on

Value Realized on

Vesting

(#)

($)

Joseph J. DePaolo	-	-	35,920	2,625,034
Scott A. Shay	-	-	29,612	2,164,045
John Tamberlane	-	-	24,852	1,816,184
Eric R. Howell	-	-	24,852	1,816,184
Vito Susca	-	-	13,262	969,187

POTENTIAL POST-EMPLOYMENT PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Involuntary Termination Payments

In 2004, we entered into an employment agreement and chairman agreement with two of our founders, Joseph J. De-Paolo and Scott A. Shay, respectively, for the purpose of ensuring retention of such key founders who are critical to our continued success. Pursuant to the terms of such agreements, each founder is entitled to certain payments upon invol-untary termination. There are no contractual provisions in effect which provide for payments upon termination for any of the other named executive ofﬁcers. Each of our named executive ofﬁcers, including Messrs. DePaolo and Shay, partic-ipate in our Legacy Plan, which is described below in the section entitled "Legacy Plan." Other than the aforementioned agreements, we are not party to any other employment, change in control, non-competition or severance agreement with any named executive ofﬁcer.

Joseph J. DePaolo

Mr. DePaolo's employment agreement provides that, if his employment is terminated for any reason, he will be entitled to accrued amounts, as required by law, which include any earned but unpaid base salary and vacation time, any out-standing reasonable business expense incurred by him and continued insurance beneﬁts, as well as vested beneﬁts as required by the terms of any employee beneﬁt plan or program. If termination occurs due to the death or "disability" of Mr. DePaolo, he will also be entitled to receive any accrued but unpaid bonuses for completed ﬁscal years. If we voluntarily terminate his employment for any reason other than "cause" or if he terminates his employment for "good reason," Mr. DePaolo or his estate will be entitled to both accrued but unpaid bonuses for completed ﬁscal years and an immediate lump sum severance payment equal to the product of the greater of (x) the amount of base salary that Mr. DePaolo would have received had he remained employed through the scheduled conclusion of the employment period, or (y) two times his annual base salary, plus a pro-rata bonus for the year of termination based on the average of his bonuses for the prior two ﬁscal years. Upon termination of employment for any reason other than by us for "cause," Mr. DePaolo will also be entitled to continued medical coverage for ﬁve years following his termination or until he becomes eligible for comparable coverage under another employer's health plans, if earlier.

Scott A. Shay

Mr. Shay's chairman agreement provides that, if his service is terminated for any reason, he will be entitled to accrued amounts, as required by law, which include any earned but unpaid base fees and vacation time, any outstanding rea-sonable business expense incurred by him and continued insurance beneﬁts, as well as vested beneﬁts as required by the terms of any employee beneﬁt plan or program. If termination occurs due to the death or "disability" of Mr. Shay, he will also be entitled to receive any accrued but unpaid bonuses for completed ﬁscal years. If we voluntarily terminate hisservice for any reason other than "cause" or if he terminates his service for "good reason," Mr. Shay or his estate will be entitled to both accrued but unpaid bonuses for completed ﬁscal years and an immediate lump sum severance payment equal to the product of the greater of (x) the amount of base fees that Mr. Shay would have received had he remained Executive Chairman through the scheduled conclusion of his term, or (y) two times his annual base fees, plus a pro-rata bonus for the year of termination based on the average of his bonuses for the prior two ﬁscal years.

For purposes of each of these agreements, "cause" for termination includes any of the following: (i) the conviction of the executive of, or the entry of a plea of guilty or nolo contendere by the executive to, any felony or misdemeanor, excluding minor trafﬁc violations; (ii) fraud, misappropriation or embezzlement by the executive; (iii) the executive's willful failure or gross negligence in the performance of the executive's assigned duties for the Bank, which continues for more than ﬁfteen (15) calendar days following the executive's receipt of written notice of such conduct; (iv) the executive's breach of the executive's ﬁduciary duty to the Bank; (v) any willful act or willful omission of the executive that reﬂects adversely on the integrity and reputation for honesty and fair dealing of the Bank; (vi) the breach by the executive of any material term of the agreement; or (vii) the disqualiﬁcation of the executive by any state or federal regulatory agency or court from continued service to the Bank.

For purposes of each of these agreements, "good reason" for termination includes, without the executive's consent, (i) a requirement by the Bank that the executive relocate his principal ofﬁce for purposes of his service to the Bank to a loca-tion other than the Bank's headquarters and, additionally for Mr. Shay, a relocation of his principal ofﬁce for purposes of his service to the Bank to a location which is more than 35 miles further from his principal residence than is his current principal ofﬁce for purposes of his service to the Bank; (ii) the Bank's failure to pay the executive any base fee, base salary or other compensation or beneﬁts to which he is entitled, other than an inadvertent failure which is remedied by the Bank within ten days after receipt of written notice thereof; (iii) a material breach of the agreement by the Bank (in-cluding a failure to nominate Mr. Shay for the Bank's slate of directors or to appoint him Chairman) which is not remedied by the Bank within ten days after receipt of written notice thereof; (iv) a demotion of the executive, a reduction in his title or reporting responsibilities, or a material diminution of his duties; or (v) the issuance of a notice of non-renewal by the Bank other than in a case where cause for termination exists. Additionally, for Mr. DePaolo, "good reason" for termination is constituted by his ceasing to be a member of the Board of Directors.

For purposes of each of these agreements, "disability" means the inability of the executive, due to a physical or mental impairment, to perform his duties to the Bank, which impairment reasonably can be expected to cause the executive's continued incapacity to perform his duties for a period of 120 consecutive days from the ﬁrst date of the disability.

Messrs. DePaolo and Shay are required to deliver to the Bank, within 60 days after termination of employment, an ef-fective release of claims against the Bank and related persons.

The following table sets forth arrangements that provide for payments to each of Messrs. DePaolo and Shay in con-nection with termination of his employment by the Bank without cause, termination of his employment by him for good reason, termination of his employment upon his death or termination of his employment by reason of his disability, as-suming for such purposes that such termination took place on December 31, 2020 and there was no change of control of the Bank.

Name

Beneﬁt

Amount Payable for Termination Without Cause or for Good

Reason ($)

Amount Payable by Reason of Death or Disability ($)(1)

4,436,398 134,836 2,728,471

Joseph J. DePaolo

Cash Severance Continued Welfare Beneﬁts

Scott A. Shay

Cash Severance

2,939,795 1,436,142

(1)Amounts in this column represent annual cash bonus based on the assumed December 31, 2020 date of termination.

Effect of a Change of Control in the Absence of a Termination of Employment

Pursuant to the 2004 Equity Plan and award agreements, upon a change of control of the Bank, each named executive ofﬁcer's unvested restricted shares and performance-based restricted shares will immediately be fully vested and all restrictions thereon shall lapse. Single-trigger vesting of equity is a long-standing feature of our 2004 Equity Plan which is applicable to all participants. We believe such beneﬁt appropriately rewards all of our key employees equally and en-sures their retention in light of any uncertainty created by the possibility of a corporate transaction.

The following table sets forth the value of all restricted shares and performance-based stock awards held by each named executive ofﬁcer that would have become vested if a change of control of the Bank occurred on December 31, 2020, calculated based on the closing price of our common stock on the NASDAQ Global Select Market on such date, which was $135.29.

Name

Value of Equity Vesting in Connection with a Change of Control

($)

Gross-Up on Equity

Acceleration

($)

Joseph J. DePaolo	8,976,897	-
Scott A. Shay	7,046,309	-
John Tamberlane	5,663,104	-
Eric R. Howell	5,663,104	-
Vito Susca	3,437,448	-
Change of Control Termination
Legacy Plan

We originally adopted the Legacy Plan in 2004 because we believed that it would serve as an effective retentive measure to provide the named executive ofﬁcers with certain assurances regarding the beneﬁts that will be payable if a Change of Control occurs and their employment is terminated upon certain termination scenarios, as described below. The plan, as amended through 2008, provides that covered executives will receive certain severance beneﬁts if a "change of control" occurs and their employment is involuntarily terminated by the Bank (without cause or due to resignation for good rea-son) during a limited period in connection with such change in control, (i) if prior to such change of control at the request of a third party who has taken steps to effect a change of control or (ii) within three years after such change of control. The Compensation Committee has determined that participation in the Legacy Plan is not available to new executives who will only be offered severance protection, as determined necessary on a case by case basis.

"Good reason" is deﬁned in the Legacy Plan to include (i) termination of employment by the executive following a dimi-nution of duties, a decrease in compensation or beneﬁts or a relocation, (ii) failure by the Bank to ensure any successor expressly assumes and honors the plan, and (iii) termination by a named executive ofﬁcer for any reason during a win-dow period from 90 to 120 days following a change of control.

"Cause" is deﬁned in the Legacy Plan as either (i) the willful and continued failure of the executive to perform substantial-ly his duties to the Bank after receiving a speciﬁc written demand for substantial performance, or (ii) the willful engaging by the executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Bank.

A "change of control" will be deemed to have occurred under the Legacy Plan upon (A) an acquisition by any person of 50% or more of either the outstanding shares or combined voting power of our securities, subject to certain exceptions; (B) a change in the majority of the members of our Board which is not approved by our pre-change Board; (C) a reorga-nization, merger or consolidation or sale or other disposition of all or substantially all of our assets, unless the beneﬁcial owners of our common stock and voting securities will beneﬁcially own at least 50% of the common stock and voting se-curities of the resulting corporation, no person will beneﬁcially own more than 50% of the common stock or other voting securities of the resulting corporation (except to the extent such ownership existed before the applicable transactions) and at least a majority of the members of the Board of the resulting corporation were members of our Board prior to the transaction; or (D) approval by our shareholders of a complete liquidation or dissolution of the Bank.

Upon involuntary termination without cause or resignation for good reason during the protected period in connection with a change in control, the named executive ofﬁcer will receive a lump sum cash payment equal to (i) the executive's accrued but unpaid base salary through the date of termination; (ii) a pro rata bonus for the year in which the termination occurs based on the greater of the executive's highest bonus earned in the last three full ﬁscal years and the executive's annual bonus for the most recently completed ﬁscal year less any previously paid bonus for such ﬁscal year plus any accrued vacation pay; (iii) an amount equal to two times the executive's base salary and highest annual bonus in the last three years; (iv) an amount equal to two times the fair market value of the largest single restricted stock grant made inthe 36 months before the change of control, which value is determined immediately before the change of control; and (v) continued welfare and fringe beneﬁts for two years following termination of employment (until age 65, in the case of Mr. DePaolo for both himself and his dependents per his employment agreement) (or until the executive becomes eligible for comparable coverage under another employer's health plans, if earlier).

As previously disclosed, the Bank has not included any excise tax "gross up" provisions in any new contracts or arrange-ments entered into since 2007. The Legacy Plan includes a modiﬁed gross-up provision that provides that if reducing the participant's payments by less than 10% of the amount that is a "parachute payment" under Section 280G of the Code would eliminate the excise tax under Section 4999, we will reduce the participant's payments and not make any addition-al payment. Otherwise, where amounts payable under our Legacy Plan would subject a participant to an excise tax on account of Sections 280G and 4999 of the Code, the named executive ofﬁcer will be entitled to an additional payment from us to make him or her whole, on an after-tax basis in respect of his or her severance payment.

As discussed above, in 2019, the Compensation Committee determined that it was in the best interests of the Bank and its shareholders to not eliminate the modiﬁed gross-up feature from the Legacy Plan or otherwise make any amend-ments to the plan in order to ensure continued deductibility of the payments thereunder. If the Legacy Plan is amended, certain of the payments thereunder may not be deductible because of the loss of transition relief otherwise applicable to certain arrangements in place as of November 2, 2017 under Section 162(m) of the Code.

Our Legacy Plan may at any time be terminated or amended by our Board, provided that the plan may not be terminated or amended in any manner which would impair the rights of any executive if such termination or amendment occurs in connection with, or in anticipation of, or following a change of control. The plan is binding on any successor to us, our assets or our businesses.

The following table sets forth amounts and beneﬁts that would be payable to our named executive ofﬁcers under our Legacy Plan in connection with the termination of their employment by the Bank without cause, or termination of their employment by them for good reason, assuming for such purposes that a change of control and such termination both took place on December 31, 2020.

Name

Beneﬁt

Amount Payable for Termination Without Cause or for Good

Reason ($)

Cash Severance	20,048,982
Joseph J. DePaolo	Continued Welfare Beneﬁts	134,836
Excise Tax Gross Up(1)	12,188,551
Cash Severance	13,127,304
Scott A. Shay	Continued Welfare Beneﬁts	90,114
Excise Tax Gross Up(1)	9,845,024
Cash Severance	9,725,398
John Tamberlane	Continued Welfare Beneﬁts	31,266
Excise Tax Gross Up(1)	7,444,986
Cash Severance	9,725,398
Eric R. Howell	Continued Welfare Beneﬁts	76,717
Excise Tax Gross Up(1)	6,359,805
Cash Severance	6,915,620
Vito Susca	Continued Welfare Beneﬁts	76,717
Excise Tax Gross Up(1)	5,490,323

(1)This gross-up amount is based on the cash severance and continued welfare beneﬁts shown in the table above and the value of the vesting of all unvested restricted shares, including performance shares, held by the named executive ofﬁcer on December 31, 2020. Calculations to estimate the excise tax due under the Internal Revenue Code and the related gross-up are complex and require a number of assumptions. This gross-up is calcu-lated based on the assumption that the 280G excise tax rate is 20% and the cumulative rate for other taxes, including federal, state, and local income taxes, applicable for each affected executive ofﬁcer ranges from 48.18% to 52.06%, that all shares subject to outstanding equity awards are treated as accelerated upon a change in control and included in the gross-up calculation in full, and the equity awards were valued at the closing price of our common stock on December 31, 2020 ($135.29). This calculation is an estimate for proxy disclosure only.

CEO Pay Ratio

In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act") and Item 402(u) of SEC Regulation S-K, we are required to disclose the ratio of the annual total compensation of our CEO, Joseph J. DePaolo, to that of our median employee. For 2020, the pay ratio was calculated to be 60.3 to 1 when comparing the total annual compensation for Mr. DePaolo of $6,675,483, as reported in the Summary Compensa-tion Table, to our median employee's total annual compensation of $110,754 determined in the same consistent manner.

The process of determining the median employee began with selecting a date within the last three months of our ﬁscal year end to establish a population of employees. We selected December 31, 2020 as our identiﬁcation date because it was the last day of our payroll year and it enabled us to make such identiﬁcation in a reasonably efﬁcient and economic manner. Our employee population on this date consisted of 1,671 individuals, all of whom were located in the U.S., and was composed mostly of full-time and part-time employees with a small number of temporary employees. No employees were excluded for purposes of this exercise other than independent contractors and consultants.

Total annual compensation was determined by applying a consistent compensation measure to all employees and us-ing data reﬂected in our payroll records that included all elements of compensation paid in 2020 (salary, overtime pay, commissions, cash bonus, the value of vested restricted shares, dividends paid on nonvested restricted shares, 401(k) and HSA contributions, etc.). The salaries of permanent employees hired during 2020 who worked less than a year were annualized. Since a majority of our employees are geographically located in the New York metropolitan area, along with Mr. DePaolo, we did not make any cost of living adjustments in identifying the median employee. The resulting median employee's actual total annual compensation does not differ materially from the amount used in the pay ratio calculation above.

Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reﬂect their speciﬁc employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different geographic proﬁles, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

COMPENSATION OF DIRECTORS

The following table sets forth information with respect to the compensation of non-employee directors of the Bank in respect of ﬁscal year 2020.

Name

Fees Earned or Paid in Cash

($)

Stock Awards (1)(2)(3)(4)

($)

Total ($)

Alfonse M. D'Amato	70,500	111,020	181,520
Kathryn A. Byrne	84,000	111,020	195,020
Barney Frank	47,000	111,020	158,020
Judith A. Huntington	81,500	111,020	192,520
Jeffrey W. Meshel	57,000	111,020	168,020
Derrick D. Cephas	81,641	111,020	192,661

(1) On March 23, 2020, each non-employee director was granted 1,500 restricted shares of common stock with a fair value of $73.08 per share, which will fully vest on March 22, 2021. The amounts in this column represent the aggregate grant date fair value of each of these restricted share awards computed in accordance with FASB ASC Topic 718. The foregoing are the only shares of restricted stock that were outstanding for each non-employee director as of December 31, 2020.
(2) There were no option grants made in 2020.
(3) Refer to Note 2(q) - Stock-Based Compensation to our consolidated ﬁnancial statements in our Annual Report on Form 10-K ﬁled with the FDIC for the ﬁscal year ended December 31, 2020 for a discussion of the assumptions used in determining aggregate grant date fair value of stock awards.
(4) This number includes 1,500 restricted shares of common stock (based on the closing price of our common stock of $73.08 on the grant date) and dividend payments of $1,400 on prior stock awards. Accrued dividends on 2020 grants are not paid unless and until the underlying stock award vests.

Directors receive an annual fee of $26,000, payable $6,500 per quarter, an additional fee of $1,500 for each Board meeting they attend ($500 if they attend telephonically), and an additional fee of $1,000 for each committee meeting they attend. The Chair of the Examining Committee receives an annual fee of $12,500, and an annual fee of $7,500 is paid to the Chair of each of the Compensation Committee and the Nominating Committee. Additionally, each independent director who serves on the Credit Committee receives an annual special director's fee of $5,000, payable in full at the end of the ﬁrst quarter of each year. The Lead Independent Director receives an annual fee of $10,000. This payment shall be in addition to any Board of Directors, Committee or Committee Chair fees such director is entitled to receive. Directors are reimbursed for out-of-pocket expenses incurred in connection with attending meetings of the Board and its committees. In addition, each non-employee director received, on March 23, 2020, a grant of 1,500 restricted shares of common stock for services as a director in 2020-2021 which will fully vest on March 22, 2021.

Historically, the number of shares issued to our non-employee directors was a ﬁxed amount that we determined to be reasonable based on the role and responsibilities of our directors. The level of the annual award was established in rec-ognition of our Board member's role in objective oversight, commitment to independent leadership, effective governance oversight, accountability to shareholders, holding management accountable and reviewing performance and compen-sation. For 2020, we reduced the restricted share award for our Board members by 40%, and instead of 2,500 restricted shares, non-employee directors received 1,500 shares for their service in 2020-2021.

REPORT OF THE COMPENSATION COMMITTEE

ON EXECUTIVE COMPENSATION

The following is the report of the Compensation Committee for the Bank's ﬁscal year ended December 31, 2020. The 2020 members of the Compensation Committee are three non-executive members of our Board: Alfonse M. D'Amato, Judith A. Huntington and Jeffrey W. Meshel. The Compensation Committee has reviewed and discussed the Compen-sation Discussion and Analysis portion of this Proxy Statement with management, and recommended to the Board that it be included in the Bank's Annual Report on Form 10-K and the Bank's Proxy Statement.

COMPENSATION COMMITTEE

Alfonse M. D'Amato (Chair) Judith A. Huntington Jeffrey W. Meshel

The report of the Compensation Committee does not constitute soliciting material and should not be deemed ﬁled or in- corporated by reference into any other Signature Bank ﬁling under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we speciﬁcally incorporate this item therein by reference.

REPORT OF THE EXAMINING COMMITTEE

The charter of the Examining Committee of the Board speciﬁes that the purpose of the Examining Committee is to assist the Board in its oversight of:

■ the integrity of the Bank's ﬁnancial statements and other ﬁnancial information provided to the Bank's sharehold-ers, the public, and any stock exchange;
■ the Bank's risk management processes and internal control;
■ the Bank's ethics monitor and compliance with legal and regulatory requirements;
■ the qualiﬁcations and independence of the Bank's internal auditors to provide assurance about the overall sys-tem of internal control; and
■ the performance of the Bank's external independent registered public accounting ﬁrm.

The full text of the Examining Committee's charter is available on the Bank's website (www.signatureny.com) under "In-vestor Relations." In carrying out its responsibilities, the Examining Committee, among other things:

■ monitors preparation of quarterly and annual ﬁnancial reports by the Bank's management;
■ supervises the relationship between the Bank and its external independent registered public accounting ﬁrm to ensure the independence and objectivity of the external audit process, including: having direct responsibility for their appointment, compensation, retention and oversight; reviewing the scope of their audit services; approving signiﬁcant non-audit services; and conﬁrming the independence of the independent internal auditors; and
■ oversees management's implementation and maintenance of effective systems of internal and disclosure con-trols, including review of the Bank's policies and procedures relating to legal and regulatory compliance, ethics and conﬂicts of interests, review and approval of any material related person transactions, review of the Bank's internal auditing program, and review of the Bank's whistleblower and complaint hotline to allow employees to report concerns anonymously.

The Examining Committee met 17 times during 2020, reﬂecting increased committee activity as a result of the COVID-19 pandemic. The Examining Committee's meetings include, whenever appropriate, executive sessions with the Bank's independent registered public accounting ﬁrm and with the Bank's internal auditors, in each case without the presence of the Bank's management. There is a limit of ﬁve years on the term of the Chair of the Examining Committee.

As part of its oversight of the Bank's ﬁnancial statements, the Examining Committee reviews and discusses with both management and the Bank's external independent registered public accounting ﬁrm all annual and quarterly ﬁnancial statements prior to their issuance. During 2020, management advised the Examining Committee that each set of ﬁnan-cial statements reviewed had been prepared in accordance with generally accepted accounting principles, and reviewed signiﬁcant accounting and disclosure issues with the Examining Committee. These reviews included discussion with the external independent registered public accounting ﬁrm of matters required to be discussed pursuant to Public Company Accounting Oversight Board Auditing Standard No. 16 (Communications with Audit Committees), including the quality of the Bank's accounting principles, the reasonableness of signiﬁcant judgments and the clarity of disclosures in the ﬁnancial statements. The Examining Committee also discussed with KPMG LLP matters relating to its independence, in-cluding a review of audit and non-audit fees and the written disclosures and letter from KPMG LLP to the Examining Com-mittee pursuant to Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees).

Taking all of these reviews and discussions into account, the Examining Committee recommended to the Board that the Board approve the inclusion of the Bank's audited ﬁnancial statements in the Bank's Annual Report on Form 10-K for the ﬁscal year ended December 31, 2020, for ﬁling with the FDIC.

Derrick D. Cephas, Kathryn A. Byrne and Judith A. Huntington each qualify as an audit committee ﬁnancial expert under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002.

EXAMINING COMMITTEE

Derrick D. Cephas (Chair) Kathryn A. Byrne

Judith A. Huntington

The report of the Examining Committee does not constitute soliciting material and should not be deemed ﬁled or incor- porated by reference into any other Signature Bank ﬁling under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we speciﬁcally incorporate this item therein by reference

REPORT OF THE RISK COMMITTEE

The charter of the Risk Committee of the Board speciﬁes that the purpose of the Risk Committee is to assist the Board in its oversight of:

■ the risks inherent in the Bank and the control processes with respect to such risks;
■ the assessment and review of credit, market, liquidity, operational, technology, data security and business conti-nuity risks, among others; and
■ the risk management activities of the Bank.

The full text of the Risk Committee's charter is available on the Bank's website (www.signatureny.com) under "Investor Relations." In carrying out its responsibilities, the Risk Committee, among other things:

■ further develops and articulates an understanding of risk and risk appetite within the Bank;
■ enhances means of identifying, qualifying, quantifying, measuring, and monitoring key risk indicators (KRIs) or "dashboards" for each major risk sector;
■ educates management and employees about their responsibilities to manage risks - develop "risk smart" thinking across the Bank and an ability to communicate what they are doing in regards to risk management and why; and

■

reviews key management, systems, processes, and decisions so as to build risk assessment data into critical business systems.

The Risk Committee met three times during 2020. The Risk Committee occasionally requests that an ofﬁcer or employ-ee of the Bank, or special counsel or advisor, attend a meeting of the Risk Committee or meet with any members of, or consultant to, the Risk Committee. The Bank's Chief Auditor is a permanent invitee to all meetings.

RISK COMMITTEE

Scott A. Shay (Chair) Kathryn A. Byrne Joseph J. DePaolo Barney Frank Derrick D. Cephas John Tamberlane

The report of the Risk Committee does not constitute soliciting material and should not be deemed ﬁled or incorporated by reference into any other Signature Bank ﬁling under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we speciﬁcally incorporate this item therein by reference.

REPORT OF THE CREDIT COMMITTEE

The charter of the Credit Committee of the Board speciﬁes that the purpose of the Credit Committee is to assist the Board in its oversight of:

■ the credit and lending strategies and objectives of the Bank; and ■ the credit risk management of the Bank, including internal credit policies and portfolio limits.

The full text of the Credit Committee's charter is available on the Bank's website (www.signatureny.com) under "Investor Relations." In carrying out its responsibilities, the Credit Committee, among other things:

■ periodically updates the Bank's credit policy manual to ensure the credit quality of the Bank's loan portfolio and to maintain proﬁtability of the Bank;
■ reviews the strategies to develop and achieve the credit and lending goals of the Bank;
■ determines the lending authority levels for the Chief Credit Ofﬁcer and other members of senior management;
■ authorizes the Chief Credit Ofﬁcer to establish and manage lending authority levels for employees of the Bank; and
■ reviews reports provided by the Chief Risk Ofﬁcer.

The Credit Committee met three times during 2020. The Credit Committee occasionally requests that an ofﬁcer or em-ployee of the Bank, or special counsel or advisor, attend a meeting of the Credit Committee or meet with any members of, or consultant to, the Credit Committee.

CREDIT COMMITTEE

Scott A. Shay (Chair) Derrick D. Cephas Joseph J. DePaolo Jeffrey W. Meshel John Tamberlane

The report of the Credit Committee does not constitute soliciting material and should not be deemed ﬁled or incorporat- ed by reference into any other Signature Bank ﬁling under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we speciﬁcally incorporate this item therein by reference

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Procedures for Approval of Transactions with Related Persons

We have adopted a written policy pursuant to which we review all relationships and transactions in which the Bank and our directors and executive ofﬁcers or their immediate family members are participants to determine whether such per-sons have a direct or indirect material interest. As required under applicable rules, transactions that are determined to be directly or indirectly material to the Bank or a related person are disclosed in the Bank's Proxy Statement. Our Examining Committee is charged with reviewing and approving any related person transaction that is required to be disclosed.

Loans to Related Persons

During 2020, we had several outstanding loans or other extensions of credit to related parties, each of which was made in the ordinary course of business, of a type that we generally make available to the public, and on market terms, or terms that are no more favorable than those that we offer to the general public for such extensions of credit. Our loans to related parties are summarized as follows:

■ We have made a loan to Mr. Tamberlane that was outstanding as of December 31, 2020, in an aggregate principal amount of $100,000.
■ Ms. Harris has a 30-year ﬁxed rate mortgage of $200,000 with an outstanding balance of $158,689.30 as of December 31, 2020.
■ Mr. Meshel has a direct interest in 300 Dixwell LLC, which has a $2,925,000 ﬁve-year commercial real estate mortgage loan granted by us on November 20, 2020. The outstanding balance is $2,925,000 as of December 31, 2020.
■ We have made a PPP loan to Ranieri Partners Management, LLC that was outstanding as of December 31, 2020 in an aggregate principal amount of $246,893.

Compensation Arrangements

The daughter of President, Chief Executive Ofﬁcer and Director Joseph DePaolo is a non-executive employee in our product development department. The aggregate value of compensation paid by us to Mr. DePaolo's daughter in 2020 was approximately $150,000, including base salary and annual cash incentive bonus. She also received a $10,000 grant of restricted Bank stock in 2020, which will vest over the next three years. There were no material differences between the compensation paid to Mr. DePaolo's daughter and the compensation paid to any other employees who hold compa-rable positions.

The son of Vice-Chairman and Director John Tamberlane is a non-executive employee in our digital assets solutions department. The aggregate value of compensation paid by us to Mr. Tamberlane's son in 2020 was approximately $290,000, including base salary and annual cash incentive bonus. He also received a $70,000 grant of restricted Bank stock in 2020, which will vest over the next three years. There were no material differences between the compensation paid to Mr. Tamberlane's son and the compensation paid to any other employees who hold comparable positions.

The spouse of Executive Vice President and Treasurer Peter Quinlan is a non-executive employee in our human resourc-es department. She joined Signature Bank as a full-time employee in 2013, prior to becoming Mr. Quinlan's spouse. The aggregate value of compensation paid by us to Mr. Quinlan's spouse in 2020 was approximately $120,000, including base salary and annual cash incentive bonus. She also received a $10,000 grant of restricted Bank stock in 2020, which will vest over the next three years. There were no material differences between the compensation paid to Mr. Quinlan's spouse and the compensation paid to any other employees who hold comparable positions.

FMR LLC ("Fidelity") is considered a "related person" of the Bank since it beneﬁcially owns more than ﬁve percent of the Bank's outstanding common stock. Fidelity's indirect subsidiary, National Financial Services LLC ("NFS"), serves as the technology provider, executes and clears transactions, and carries accounts on behalf of our broker-dealer sub-sidiary, Signature Securities Group Corporation. In connection with these services, we paid NFS a fee of approximately $861,000 in 2020. Transactions with NFS were entered into on an arm's length basis and contain customary terms and conditions.

EQUITY INCENTIVE PLAN INFORMATION

The following table shows the total number of outstanding options and shares available for other future issuances of awards under our 2004 Equity Plan, our only existing equity compensation plan as of December 31, 2020.

Number of securities to be issued upon exercise of outstanding options, warrants and rights

(a)

Weighted-average exercise price of outstanding options, warrants and rights(2)

(b)

Number of securities remaining available for future issuance under equity compensation plans

(excluding securities reﬂected in column (a))

(c)

945,646

Equity compensation plans approved by security holders(1)

Equity compensation plans not approved by security holders

- -

710,861

Total

945,646

710,861

(1) Shares indicated are total grants under the 2004 Equity Plan.
(2) Column (a) represents shares of Common Stock underlying outstanding awards of restricted stock. Because there is no exercise price associated with restricted stock, such equity awards are not included in the weighted-average exercise price calculation in column (b).

PRINCIPAL AUDITOR FEES AND SERVICES

The Examining Committee, the Bank's audit committee, has appointed KPMG LLP as the Bank's independent auditors for the ﬁscal year ending December 31, 2020.

Fees Incurred by Signature Bank for KPMG LLP

The following table shows the fees billed to the Bank for the audit and other services provided by KPMG LLP for ﬁscal 2019 and 2020:

2019

2020

Audit Fees(1)	$1,804,000	$1,774,000
Audit-Related Fees	62,400	51,000
Tax Fees	-	-
All Other Fees(2)	315,000	1,060,000
Total	$2,181,400	$2,885,000

(1) Audit fees represent fees for professional services provided in connection with the audit of our annual ﬁnancial statements and review of our quarterly ﬁnancial statements and audit services provided in connection with other statutory or regulatory ﬁlings.
(2) All other fees represent fees for professional services provided in connection with our October 2020 subordinated debt issuance, our December 2020 preferred stock offering and our February 2021 common stock offering.

The Examining Committee approves all audit-related and non-audit services not prohibited by law to be performed by the Bank's independent auditors. The Examining Committee determined that the provision of such services by KPMG LLP was compatible with the maintenance of such ﬁrm's independence in the conduct of its audit functions.

ELECTION OF DIRECTORS

The Board is divided into three classes, with three directors per class and with each class being elected to a staggered three-year term. In light of the importance of continued stability to our business, which is an important strategic impera-tive that, among other things, enhances depositor security, the Board determined that it is in the best interests of share-holders to continue to have a classiﬁed board. At the 2021 Annual Meeting, three directors are nominated to serve as Class I Directors and the Board has endorsed such nominations. One of the nominees is currently a director of the Bank. The three directors nominated for election as Class I Directors at the 2021 Annual Meeting of Shareholders, each to serve a term ending at the 2024 Annual Meeting of Shareholders or until their respective successors have been elected and qualiﬁed, are Kathryn A. Byrne, Maggie Timoney and George Tsunis.

Directors not currently standing for re-election include Alfonse M. D'Amato and Jeffrey W. Meshel who are Class I Di-rectors serving terms ending at the 2021 Annual Meeting, but who are not seeking re-election, John Tamberlane, Judith A. Huntington and Derrick D. Cephas, who are Class II Directors serving terms ending at the 2022 Annual Meeting and Scott A. Shay, Joseph J. DePaolo and Barney Frank, who are Class III Directors serving terms ending at the 2023 Annual Meeting.

The persons named as proxies intend (unless authority is withheld) to vote for the election of all of the nominees for directors. Information regarding director nominees is set forth below.

If at the time of the 2021 Annual Meeting any of the nominees is unable or unwilling to serve as a director of the Bank, the persons named in the proxy intend to vote for such substitutes as may be nominated by our Board. Our Board knows of no reason why any nominee for director would be unable to serve as director.

Required Vote

A majority of the votes cast is required for the election of each director.

The Board recommends a vote "FOR" the election of all of the nominees.

RATIFICATION OF INDEPENDENT AUDITORS

The Examining Committee has selected the ﬁrm of KPMG LLP, an independent registered public accounting ﬁrm, as our independent auditors for the year ending December 31, 2021. KPMG LLP has audited our ﬁnancial statements since our inception, and is in compliance with the requirements of the Sarbanes-Oxley Act of 2002 and applicable rules adopted by the SEC regarding mandatory audit partner rotation.

A representative of KPMG LLP will be present at the 2021 Annual Meeting, will be offered the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions. In the event the appoint-ment is not ratiﬁed, the Examining Committee will consider the appointment of another independent auditor.

Required Vote

The afﬁrmative vote of a majority of the votes cast is required for the approval of this Proposal 2.

The Board recommends a vote "FOR" this proposal.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

In compliance with Section 14A of the Exchange Act (which was added by the Dodd-Frank Act) and related rules, we are submitting to our stockholders for approval a non-binding resolution to ratify named executive ofﬁcer compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive ofﬁ-cer compensation (together with the accompanying narrative disclosure) in this Proxy Statement. We are submitting this proposal because we believe that both we and our stockholders beneﬁt from responsive corporate governance policies and constructive and consistent dialogue. This vote is not intended to address any speciﬁc item of compensation, but rather the overall compensation of our named executive ofﬁcers and the philosophy, policies and practices described in this Proxy Statement. This proposal gives our stockholders the opportunity to endorse or not endorse our executive pay program and policies through the following resolution:

"RESOLVED, that the shareholders approve, on an advisory basis, the Bank's named executive ofﬁcer compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive ofﬁcer compensation (together with the accompanying narra-tive disclosure) in the Proxy Statement for this meeting."

In considering your vote, you are encouraged to read "Executive Compensation," the accompanying compensation tables, and the related narrative disclosure. Because your vote is advisory, it will not be binding on the Board. However, the Board and the Compensation Committee expect to take into account the outcome of the vote when considering fu-ture executive compensation decisions to the extent they can determine the cause or causes of any signiﬁcant negative voting results.

Required Vote

The afﬁrmative vote of a majority of the votes cast will be required for approval of this Proposal 3.

The Board recommends a vote "FOR" this proposal.

APPROVAL OF THE STOCK REPURCHASE PLAN

In 2018, the Board and stockholders of the Bank approved a program pursuant to which the Bank is authorized to re-purchase, from the Bank's stockholders from time to time in open market transactions, shares of the Bank's common stock in an aggregate purchase amount of up to $500 million (the "Stock Repurchase Program"). On February 19, 2020, the Board approved an amendment to the stock repurchase program that restored the Bank's share repurchase authorization to an aggregate purchase amount of up to $500 million (the "Amended Stock Repurchase Program") from the $220.9 million that was remaining under the original authorization as of December 31, 2019. As of December 31, 2020, the Bank had repurchased a total of 2,689,544 shares of common stock for total consideration of $329.2 million. Therefore, as of December 31, 2020, the remaining balance under the amended program was $450 million. The Bank is seeking approval of the continuation of the Amended Stock Repurchase Program and the repurchase of the remaining balance under the program.

The corporate purpose of the Amended Stock Repurchase Program is to provide for treasury shares available for use in connection with awards under the Bank's 2004 Equity Plan. Shares repurchased under the Amended Stock Repurchase Program may also be held in treasury for other future uses (although no such uses have been identiﬁed at this time) or may be cancelled and remain authorized and available for future issuance. The Bank further believes that the Amended Stock Repurchase Program will enhance market liquidity for the common stock. The Bank will not hold treasury stock on speculation about changes in its value.

Applicable New York law requires that the Amended Stock Repurchase Program be approved by the holders of two-thirds of the Bank's outstanding capital stock.

The Amended Stock Repurchase Program is also subject to approval of the Department of Financial Services of the State of New York (the "DFS") and the FDIC. The Bank submitted applications to both the DFS and the FDIC seeking re-approval of the Stock Repurchase Program; such approvals were received on August 28, 2020 and September 14, 2020, respectively. The Bank will submit applications to both the DFS and the FDIC seeking approval of the Amended Stock Repurchase Program. The Bank must submit a new application for approval annually. Implementation of the Amended Stock Repurchase Program is subject to any limitations imposed in connection with obtaining the regulatory approvals described above and to market conditions. Once commenced, the Bank may terminate the Amended Stock Repurchase Program at any time.

As of December 31, 2020, the Bank's Tier 1 Leverage Ratio was 8.55%, its Common Equity Tier One (CET1) Ratio was 9.87%, its Tier 1 Risk-Based Capital Ratio was 11.20% and its Total Risk-Adjusted Capital Ratio was 13.54%, all of which are signiﬁcantly above FDIC "Well Capitalized" Standards. In its application to the FDIC to approve the Amended Stock Repurchase Program, the Bank will certify to the FDIC that it will maintain itself as a "well-capitalized" institution both before and after each repurchase of stock made pursuant to the Amended Stock Repurchase Program.

Required Vote

Approval of Proposal 4 requires the afﬁrmative vote of the holders of two-thirds of the outstanding shares of our capital stock. Holders of Bank's Noncumulative Perpetual Series A Preferred Stock (the "Series A Preferred Stock") will also vote on the Amended Stock Repurchase Program and such vote will be taken into account when determining approval of this proposal.

The Board recommends a vote "FOR" this proposal.

AMENDMENT TO OUR CERTIFICATE OF ORGANIZATION

Increase in the Number of Authorized Shares

The Board has approved and recommends that the shareholders approve an amendment to the Bank's Certiﬁcate of Organization to increase the number of authorized shares of common stock that the Bank is authorized to issue from 64,000,000 shares of common stock, $0.01 par value per share, to 125,000,000 shares of common stock, $0.01 par value per share.

The Board therefore recommends that holders of a majority of the shares eligible to vote adopt the following resolutions:

RESOLVED, that the Bank's Certiﬁcate of Organization be amended to replace the current Sections 3 and 4 with the following:

THIRD. That the amount of its authorized capital stock is One Million Eight Hundred Sixty Thousand Dollars ($1,860,000) and that the number of shares into which such capital stock is to be divided is One Hundred Eighty-Six Million (186,000,000) shares with a par value of One Cent ($0.01) per share.

FOURTH. That the shares are to be classiﬁed as common and preferred, that the number of shares of common stock is One Hundred Twenty-Five Million (125,000,000) with a par value of One Cent ($0.01) per share and the number of shares of preferred stock is Sixty-One Million (61,000,000) with a par value of One Cent ($0.01) per share and that the Board of Directors is authorized, subject to the limitations prescribed by law and the provisions of this Section 4, to provide for the issuance of the shares of preferred stock in series, to ﬁx the number of shares in any or all series of preferred stock to be issued, and to ﬁx any or all of the designations, relative rights, preferences and limita-tions of any or all series of preferred stock.

; and it be further

RESOLVED, that the Chairman of the Board, the Vice Chairman of the Board, the President, any Senior Executive or Executive Vice President, and the Chief Financial Ofﬁcer (each, an "Authorized Ofﬁcer") be, and each of them hereby is, authorized and directed, for and on behalf and in the name of the Bank, to execute the Certiﬁcate of Amendment and deliver the Certiﬁcate of Amendment to the Superintendent of Financial Services for the State of New York, and to take such actions in furtherance thereof, on behalf of the Bank, as such Authorized Ofﬁcer may deem necessary or ad-visable, including the delivery of any other necessary documents to the Superintendent of Financial Services for the State of New York.

If approved by the shareholders, the amendment to the Certiﬁcate of Organization will be ﬁled with the DFS promptly following the 2021 Annual Meeting.

Currently, the Bank's authorized capital stock under its Certiﬁcate of Organization is 125,000,000 shares, divided into two classes, of which 64,000,000 shares are common stock, $0.01 par value per share, and 61,000,000 shares are preferred stock, $0.01 par value per share. As of March 3, 2021, the Bank had 57,624,911 shares of common stock outstanding and 730,000 shares of preferred stock outstanding. In addition, the Bank has reserved 1,656,507 shares of common stock for issuance under the 2004 Equity Plan. Accordingly, the Bank has only 4,718,582 shares of autho-rized common stock available for use in the future. The Board believes it is advisable to authorize additional shares of common stock available for issuance for general corporate purposes that the Board may hereafter determine to be in the best interests of the Bank and its shareholders. Such purposes could include, without limitation, the raising of capital through the sale of common stock and other securities or rights convertible into or exercisable for common stock, stock dividends, stock splits, acquisitions, ﬁnancing, employee beneﬁt programs and other general corporate purposes.

The authorization of such shares will require no further action or authorization by the shareholders prior to the issuance of additional shares of common stock, unless required by applicable law or regulation. This will enable the Bank to act promptly and with ﬂexibility when and as the need arises to issue additional shares in the future without the delay neces-sitated by having to obtain a shareholders' vote and to take advantage of changing market and ﬁnancial conditions in a more timely manner. There are no present plans, understandings or agreements for, and the Bank is not engaged in any negotiations that will involve, the issuance of common stock.

The authorization of additional shares of common stock will not, by itself, have any effect on the rights of the holders of existing common stock. Depending on the circumstances, any issuance of additional shares of common stock could affect the existing holders of shares of common stock by diluting the voting power and earnings per share of the commonstock. Additionally, our Certiﬁcate of Organization contains provisions which speciﬁcally deny the existing holders of shares of our common stock pre-emptive rights on future issuances of our common stock. Therefore, any future issu-ances of our common stock may result in a material dilution of the voting power of the existing holders of our common stock and may also result in a material dilution of earnings per share of common stock.

If Proposal No. 5 is not adopted, the Bank will need to seek shareholder approval to authorize additional shares at such time as it has further need for the issuance of such shares. If such need arises outside of the annual meeting context, a special meeting of shareholders would be required and could delay a transaction that the Board believes is in the best interests of the Bank and its shareholders.

The amendment to the Bank's Certiﬁcate of Organization is also subject to approval of the DFS. The Bank has submitted an application to the DFS seeking approval of the amendment to the Certiﬁcate of Organization. Implementation of the amendment to the Certiﬁcate of Organization is subject to any limitations included in the regulatory approvals described above. For example, if the DFS approves the amendment of the Certiﬁcate of Organization with a lesser number of additional shares, then our authorized capital stock in the Certiﬁcate of Organization will be amended to reﬂect such approved share total.

Below is the proposed text of the Certiﬁcate of Amendment of our Certiﬁcate of Organization under Section 8005 of the Banking Law, which includes excerpts of Sections Three and Four of our Certiﬁcate of Organization as they are proposed to be amended:

(A) The name of the corporation is SIGNATURE BANK (the "Bank").
(B) The original Organization Certiﬁcate was ﬁled in the Ofﬁce of the Superintendent of the New York State Department of Financial Services (the "Superintendent's Ofﬁce") on December 20, 2000, the Restated Organization Certiﬁcate was ﬁled in the Superintendent's Ofﬁce on June 30, 2005, and Certiﬁcates of Amendment to the Bank's Restated Organization Certiﬁcate were ﬁled in the Superintendent's Ofﬁce on December 17, 2008, March 10, 2017, and December 16, 2020, respectively.
(C) The Organization Certiﬁcate of the Bank is hereby amended by amending Section 3 and the ﬁrst sentence of Section 4 to read as follows:
THIRD. That the amount of its authorized capital stock is One Million Eight Hundred Sixty Thousand Dollars ($1,860,000) and that the number of shares into which such capital stock is to be divided is One Hundred Eighty-Six Million (186,000,000) shares with a par value of One Cent ($0.01) per share.
FOURTH. That the shares are to be classiﬁed as common and preferred, that the num-ber of shares of common stock is One Hundred Twenty-Five Million (125,000,000) with a par value of One Cent ($0.01) per share and the number of shares of preferred stock is Sixty-One Million (61,000,000) with a par value of One Cent ($0.01) per share and that the Board of Directors is authorized, subject to the limitations prescribed by law and the provisions of this Section 4, to provide for the issuance of the shares of preferred stock in series, to ﬁx the number of shares in any or all series of preferred stock to be issued, and to ﬁx any or all of the designations, relative rights, preferences and limita-tions of any or all series of preferred stock.
(D) This Certiﬁcate of Amendment was approved by the Board of Directors of the Bank on February 17, 2021, and by the afﬁrmative vote of the holders of a majority of all outstanding shares entitled to vote thereon at the annual meeting of stockholders on April 22, 2021.

Required Vote

Approval of Proposal 5 requires the afﬁrmative vote of the holders of a majority of the outstanding shares of our common stock.

The Board recommends a vote "FOR" this proposal.

AMENDMENT TO THE 2004 EQUITY PLAN

On February 16, 2021, the Compensation Committee approved, and on February 17, 2021, the Board approved, subject to shareholder approval, an amendment to the 2004 Equity Plan to increase the aggregate number of shares of common stock authorized for issuance under the 2004 Equity Plan by 1,225,000 shares, which represents approximately 2% of the current outstanding common stock of the Bank.

The 2004 Equity Plan was originally approved by the Board and the Bank's shareholders in 2004 and has since been amended, including to extend the term and adopt best corporate governance practices. The 2004 Equity Plan is an important part of our compensation philosophy of attracting, motivating and retaining talented employees, aligning em-ployee and shareholder interests and linking key employee compensation with Bank performance. In particular, the Bank believes that paying a signiﬁcant portion of our executive ofﬁcers' compensation in the form of equity awards is an effective method of aligning the interests of the Bank's management with those of our shareholders.

The proposed amendment to the 2004 Equity Plan to increase the aggregate number of shares of common stock au-thorized for issuance under the 2004 Equity Plan is essential to permit us to continue to utilize the 2004 Equity Plan in future years to pursue these objectives.

The amendment to the 2004 Equity Plan is subject to approval by the DFS. The Bank has submitted an application to the DFS seeking approval of the amendment. Neither preliminary nor ﬁnal review or approval by the DFS shall imply approval or disapproval of the 2004 Equity Plan's contents.

Increase in Available Shares

As of January 31, 2021, approximately 607,000 shares remained authorized and available for future issuances under the 2004 Equity Plan. On February 26, 2021, the closing market price of the Bank's common stock on the Nasdaq Global Select Market was $218.34.

At the 2021 Annual Meeting, shareholders will be requested to approve an increase to the aggregate number of shares of common stock authorized for issuance under the 2004 Equity Plan by 1,225,000 shares, which represents approxi-mately 2% of the current outstanding common stock of the Bank, through the following resolution:

RESOLVED, that the shareholders approve an amendment to the Amended and Restated 2004 Long-Term Incentive Plan (the "2004 Equity Plan") to increase the aggregate number of shares of common stock authorized for issuance under the 2004 Equity Plan by 1,225,000 shares.

Reasons Why You Should Vote in Favor of the Approval of the Amendment to the 2004 Equity Plan

Our Board recommends a vote for the approval of the amendment to the 2004 Equity Plan because it believes the plan is in the best interests of the Bank and its shareholders.

■ Alignment of director, employee and shareholder interests. We provide long-term incentives by compensat-ing participants with equity awards whose value depends on our stock price performance. In addition, for our se-nior leadership team, the majority of their equity awards vest only upon the achievement of performance metrics. As a result, we believe the 2004 Equity Plan aligns the interests of our leadership team and other employees with the interests of our shareholders.
■ Retention and hiring needs. We believe the ability of key personnel to receive equity awards with the potential for increased value while gaining an equity ownership in the Bank is critical in attracting and retaining talented individuals. The multi-year vesting schedule from equity awards helps retain key personnel needed for our long-term success.
■ Modest share usage. We recognize that the increase in shares under the 2004 Equity Plan is potentially dilutive through the issuance of future grants. However, we believe the beneﬁts to our shareholders outweigh the po-tential dilutive effect of grants under the 2004 Equity Plan. Below we describe the modest historical share usage under the 2004 Equity Plan.
■ Support for our organic growth. We last sought approval for a share increase under the 2004 Equity Plan in 2013. Our full-time equivalent number of employees at the end of 2020 was 1,652, compared to 945 at the end of 2013. As we have grown organically, the number of individuals receiving equity compensation has grown, particularly as we grow into different geographical markets and into the digital banking space.

Considerations for the Approval of the Amendment to the 2004 Equity Plan

The 2004 Equity Plan was designed to include sound governance features and result in modest dilution, which further align our equity compensation program with the interest of our shareholders.

■ Equity Plan Practices. Our long-term incentive program through the 2004 Equity Plan incorporates the following corporate governance practices that protect the interests of our shareholders:

• Minimum vesting condition. The Equity Plan requires that all awards generally have 12-month minimum vesting periods. In practice, our time-based stock awards to our named executive ofﬁcers have historically vested ratably over a four-year period, while our performance-based stock awards starting in 2020 cliff vest after three years.
• No "evergreen" provision. The number of shares of our common stock available for issuance under the 2004 Equity Plan is ﬁxed and will not adjust based upon the number of shares outstanding.
• Dividends subject to restrictions. Our award agreements provide that dividends, if any, paid on any equity award are subject to the same vesting requirements as the underlying award.
• No option repricing. The Equity Plan provides that no outstanding stock options under the 2004 Equity Plan may be repriced or repurchased or cancelled in exchange for cash or other consideration at a time when the option exercise price exceeds the fair market value of the stock subject to the option, without shareholder approval.
• Material amendments require shareholder approval. Material changes to the 2004 Equity Plan, including increasing the number of shares authorized for issuance and repricing of stock options and SARs require shareholder approval.
• Share counting. Shares used (or deemed to be used) for purposes of satisfying an option exercise price, or used to satisfy any tax withholding obligations in connection with stock options and stock appreciation rights, shall nonetheless count against the maximum number of shares available for issuance under the plan.
• "Clawback" policy. Awards granted under the 2004 Equity Plan expressly provide that they are subject to the Company's "clawback" policy, which allows us to recoup incentive compensation awarded or earned by our executives if based on the achievement of ﬁnancial results that were subsequently the subject of a material restatement, or if any covered executive engages in fraud or serious misconduct which materially and adversely impacts our business. Such recoupment is not limited to individuals engaged in misconduct, but misconduct may be taken into account by the Compensation Committee in its discretion.
• Stock ownership guidelines. Our directors and covered ofﬁcers are subject to minimum stock ownership values, as described in page 42 of this Proxy Statement. Our directors' and covered ofﬁcers' stock retention requirement is 50% of the net after-tax portion of shares received under equity awards.

■

Modest Share Usage and Shareholder Dilution.

• Burn Rate. When determining the number of shares authorized for issuance following the amendment to the 2004 Equity Plan, our Board and Compensation Committee carefully considered the potential dilution to our current shareholders as measured by our "burn rate," "overhang" and projected future share usage.
- • Our modest three-year average burn rate of 0.89% demonstrates our sound approach to the grant of equity incentive compensation and our commitment to aligning our equity compensation program with the interests of our shareholders.
- • Our higher share usage for 2020 primarily resulted from our strategic growth, particularly in locations and markets where equity grants are more common. Even with this growth in the equity grant program, we have controlled our burn rate. In addition, because in 2020 a portion of our annual pre-planned grants fell during a period of overall market decline, our share usage on a per-person basis was higher because the number of shares for awards is determined based on a target dollar value.

Burn Rate

Fiscal Year

Full-Value Awards

Granted(*)

Weighted Average Common

Shares Outstanding

Burn Rate(**)

2020

545,030

52,641,332

1.04%

2019	446,324	53,774,000	0.83%
2018	443,167	54,406,000	0.81%
Three-Year Average Burn Rate	0.89%

*Includes performance stock units.

**Burn rate is calculated by dividing the number of awards granted by our weighted average common shares outstanding.

• Overhang. We are committed to limiting shareholder dilution from our equity compensation programs. If the amendment to the 2004 Equity Plan is approved by our shareholders, our overhang would be 4.8% as set forth below. We calculate "overhang" as the total of (a) shares underlying outstanding awards at target plus shares available for issuance for future awards, divided by (b) the total number of shares outstanding, including shares underlying outstanding awards and shares available for issuance under future awards.

Total Full-Value Awards Outstanding

Shares Available

Total Shares Within Plans

Current Total

Shares Outstanding

(on a fully diluted basis)

Overhang

(as a % of Total Shares Outstanding)

As of December 31, 2020

945,646

710,861

1,656,507

60,506,418

2.7

1,225,000

Additional Shares Requested

1,225,000

60,506,418 2.0

Total (including additional shares requested)

945,646

1,935,861

2,881,507

60,506,418 4.8

• Future usage. Based on a reasonable expectation of future equity usage, we believe share reserve be-ing requested with this proposal will last for three to four years, depending on future growth and market conditions.

Summary of the 2004 Equity Plan

The following description of the 2004 Equity Plan is only a summary of certain provisions thereof and is qualiﬁed in its entirety by reference to its full text, a copy of which is attached as Annex B to this Proxy Statement as it is proposed to be amended, and should be read in conjunction with the following summary.

Purpose

The purpose of the 2004 Equity Plan is to give us a competitive advantage in attracting, retaining and motivating ofﬁcers, employees, directors and/or consultants and to provide us and our subsidiaries and afﬁliates with a stock plan providing incentives directly related to increases in shareholder value.

Administration

Our Compensation Committee will administer the 2004 Equity Plan. The Board may exercise any authority granted to the Compensation Committee under the 2004 Equity Plan. The Compensation Committee will have the authority to determine the terms and conditions of any agreements evidencing any awards granted under the 2004 Equity Plan, and to adopt, alter and repeal rules, guidelines and practices relating to the 2004 Equity Plan.

Eligibility

Any of our employees, directors, ofﬁcers or consultants who are or will be responsible for or contribute to the man-agement, growth or proﬁtability of the business of the Bank or its subsidiaries or afﬁliates are eligible for awards under the 2004 Equity Plan. As of December 31, 2020, approximately 1,682 persons were eligible to participate in the 2004 Equity Plan, including 1,024 ofﬁcers of the Bank, 647 non-ofﬁcer employees of the Bank, 5 external consultants and 6 non-employee directors.

Number of Shares Authorized

There were 2,286,450 shares of Common Stock originally authorized for issuance under the 2004 Equity Plan, with an additional 1,213,550 shares approved by our shareholders in 2008 and an additional 1,082,483 shares approved by our shareholders in 2013. An additional 1,225,000 shares of common stock are being requested in this proposal. If the option price of any stock option or stock appreciation right is satisﬁed by delivering shares of common stock to the Bank (by either actual delivery or by attestation), the full number of shares of common stock for which the stock option or stock appreciation right is exercised (i.e., not just the number of shares of common stock delivered to the participant net of the shares of common stock delivered to the Bank or attested to) shall be deemed delivered for purposes of determining the maximum numbers of shares of common stock available for delivery under the 2004 Equity Plan. To the extent any shares of common stock subject to any stock option or stock appreciation right are not delivered to a participant because such shares are used to satisfy an applicable tax-withholding obligation, such shares shall similarly also be deemed to have been delivered for purposes of determining the maximum number of shares of common stock available for delivery under the 2004 Equity Plan. If any award is forfeited, or if any option terminates, expires or lapses without being exer-cised, shares of common stock subject to such award will again be available for future awards. If there is any change in corporate capitalization, the Compensation Committee in its sole discretion (subject to the approval of the Superin-tendent of Financial Services of the State of New York) may make substitutions or adjustments to the number of sharesreserved for issuance under the 2004 Equity Plan, the number of shares covered by awards then outstanding under the 2004 Equity Plan, the limitations on awards under the 2004 Equity Plan, the exercise price of outstanding options and such other equitable substitution or adjustments as it may determine to be appropriate.

Awards Available for Grant

The Compensation Committee may grant awards of nonqualiﬁed stock options, incentive (qualiﬁed) stock options, re-stricted stock awards, restricted stock units, cash bonus awards, qualiﬁed performance-based awards or any combina-tion of the foregoing.

Stock Options

The Compensation Committee is authorized to grant options to purchase shares of common stock that are either "quali-ﬁed," which include those options that satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), for incentive stock options, or "nonqualiﬁed," which include those options that are not intended to satisfy the requirements of Section 422 of the Code. These options will be subject to the terms and conditions estab-lished by the Compensation Committee. Under the terms of the 2004 Equity Plan and unless the Compensation Com-mittee determines otherwise, the exercise price of the options will not be less than the fair market value of our common stock at the time of grant. No participant may be granted options to purchase more than 1,000,000 shares of common stock in any one year.

The term of the options will be ﬁxed by the Compensation Committee, but incentive stock options granted will gener-ally terminate on the tenth anniversary of their grant, unless terminated earlier because of a participant's termination of employment. Options granted under the 2004 Equity Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by our Compensation Committee and speciﬁed in the applicable award agreement. Participants generally will exercise an option by delivery of a certiﬁed or bank check in an amount equal to the exercise price of that option. The Compensation Committee may permit a participant to deliver unrestricted shares of common stock to exercise an option, provided the common stock delivered has been owned by the participant for at least six months or was previously acquired by the participant on the open market. To the extent permitted by applicable law, the Compensation Committee may also allow the option price to be paid with the proceeds of a brokered sale or loan proceeds.

Under the terms of the 2004 Equity Plan, and unless a particular stock option agreement provides otherwise, if a par-ticipant's employment is terminated prior to the expiration of the options for any reason other than death, "disability" (as deﬁned in the plan), retirement or "cause" (as deﬁned in the plan), the exercisable portion of the option generally remains exercisable for ninety days; (ii) if a participant terminates employment due to disability, the exercisable portion of the option generally remains exercisable for the shorter of one year from the date of the termination of employment and the stated term of the option; (iii) if a participant terminates employment due to retirement, the exercisable portion of the option generally remains exercisable for the shorter of one year from the date of the participant's retirement and the stated term of the option; (iv) if a participant terminates employment due to death or a participant dies after a ter-mination of employment due to disability or retirement and during the exercisable period, the exercisable portion of the option remains exercisable for the stated term of the option; and (v) if a participant is terminated for cause, all options immediately terminate.

If a participant involuntarily terminates employment other than for "good reason" (as deﬁned in a participant's employ-ment or consulting agreement), other than by the Bank for cause, or due to death or disability during the 24-month period following a "change in control" (as deﬁned in the plan), the exercisable portion of the option generally remains exercisable for the shorter of the stated term of the option and the longer of one year from the date of the participant's termination of employment or service and any other period provided in the 2004 Equity Plan or in the stock option agree-ment or an applicable employment or consulting agreement.

Options awarded under the 2004 Equity Plan generally will not be assignable or transferable other than by will or by the laws of descent and distribution.

In no event may any stock option be repurchased or cancelled in exchange for cash or other consideration at a time when the option price exceeds the fair market value of the Common Stock subject to such stock option.

Restricted Stock

The Compensation Committee is authorized to award restricted stock units. Restricted stock unit awards will be subject to the terms and conditions established by the Compensation Committee. Unless the Compensation Committee deter-mines otherwise, or speciﬁes otherwise in an award agreement, if the participant terminates employment or services during the period of time over which all or a portion of the units are to be earned, then any unvested units will be forfeited, unless the termination is due to the death of the participant as in such circumstances all unvested units will immediately vest and become exercisable on the death of the participant. At the election of the Compensation Committee, the par-ticipant will receive either a number of shares of common stock equal to the number of units earned, an amount in cashequal to the fair market value of that number of shares, or a combination thereof, at the expiration of the period over which the units are to be earned, or at a later date selected by the Compensation Committee.

Restricted Stock Unit Awards

The Compensation Committee is authorized to award restricted stock units. Restricted stock unit awards will be subject to the terms and conditions established by the Compensation Committee. Unless the Compensation Committee deter-mines otherwise, or speciﬁes otherwise in an award agreement, if the participant terminates employment or services during the period of time over which all or a portion of the units are to be earned, then any unvested units will be forfeited, unless the termination is due to the death of the participant as in such circumstances all unvested units will immediately vest and become exercisable on the death of the participant. At the election of the Compensation Committee, the par-ticipant will receive either a number of shares of common stock equal to the number of units earned, an amount in cash equal to the fair market value of that number of shares, or a combination thereof, at the expiration of the period over which the units are to be earned, or at a later date selected by the Compensation Committee.

Performance Units

The Compensation Committee is authorized to award performance units, including qualiﬁed performance-based awards. The performance unit awards will be subject to the terms and conditions established by the Compensation Committee. Unless the Compensation Committee determines otherwise, or speciﬁes otherwise in an award agreement, if the participant terminates employment during the period of time over which all or a portion of the performance units are to be earned, then any unvested performance units will be forfeited, unless the termination is due to the death of the participant and in such circumstances all unvested performance units will immediately vest and become exercisable on the death of the participant. At the expiration of the period of time over which the performance units are to be earned, the Compensation Committee will determine the number of units which have been earned, and the participant will receive a number of shares of common stock equal to the number of units earned or an amount in cash equal to the fair market value of that number of shares, as the Compensation Committee will elect.

Qualiﬁed Performance-Based Awards

The 2004 Equity Plan provides for the grant of a qualiﬁed performance-based award in order to qualify such award as "performance-based compensation" under Section 162(m) of the Code, to the extent applicable, by conditioning the vesting of the award on the satisfaction of certain performance goals. The Compensation Committee may establish these performance goals with reference to one or more of the performance criteria listed in the 2004 Equity Plan.

As soon as practicable following the end of the applicable performance period, the Compensation Committee is to cer-tify the attainment of the performance goals and will calculate the payment amount or vested percentage with respect to each award, if any, payable or vested with respect to each participant. In no event will any payment or vesting occur with respect to any award for a performance period in which performance fails to attain or exceed the minimum level for the applicable performance goals. Unless otherwise provided in the applicable award agreement, a participant must be employed by the Bank on the last day of a performance period to be eligible for payment in respect of a qualiﬁed perfor-mance-based award for such performance period.

The maximum qualiﬁed performance-based award payable to any one participant under the 2004 Equity Plan for a per-formance period is 1,000,000 shares of common stock or, in the event such qualiﬁed performance-based award is paid in cash, the equivalent cash value thereof on the ﬁrst or last day of the performance period to which such award relates, as determined by the Compensation Committee. The maximum amount that can be paid in any calendar year to any participant pursuant to a cash bonus award is $5,000,000.

Other Stock-Based Awards

The Compensation Committee may grant other types of equity-based awards based upon the Bank's common stock.

Minimum Vesting Period

With respect to grants of awards after January 18, 2017, each award shall have a minimum vesting period of 12 months.

Tax Withholding

A participant may be required to pay to us or make arrangements satisfactory to us to satisfy all federal, state and other withholding tax requirements related to awards under the 2004 Equity Plan. Unless we determine otherwise, a partici-pant may satisfy his or her withholding liability (but no more than the minimum required withholding liability) by delivery of shares of common stock owned by the participant. To the extent permitted by law, we have the right to deduct any withholding taxes from any payment otherwise due to a participant.

Term and Amendment

The term of the 2004 Equity Plan expires on December 31, 2028. Our Board may at any time amend, alter or discontinue the 2004 Equity Plan. No amendment, alteration, discontinuation or termination will impair the rights of any participant orrecipient of any award without the consent of the participant or recipient, nor will any amendment for which shareholder approval would be required be effective without receiving the necessary shareholder approval.

Change in Control

Under the terms of the 2004 Equity Plan, if there is a change in control, unless otherwise provided by the Compensation Committee in any award agreement, any outstanding options will become fully vested and exercisable, any restrictions and deferral limitations applicable to restricted stock and restricted stock units will lapse, and all performance units, oth-er stock-based awards and cash bonus awards will be considered earned and payable in full and any deferral or other restrictions will lapse and such performance units, other stock-based awards and cash bonus awards will be settled in cash or shares of common stock as determined by the Compensation Committee.

Federal Income Tax Consequences

Stock options. No income will be realized by a participant upon grant of a nonqualiﬁed stock option. Upon exercise of a nonqualiﬁed stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying stock over the option exercise price (the "spread") at the time of exercise. We will be able to deduct the spread for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code of compensation paid to executives designated in those sections. The participant's tax basis in the underlying shares of our common stock acquired on the exercise of a non-qualiﬁed stock option will equal the exercise price plus the amount taxable as compensation to the participant.

The Code requires that, for incentive stock option treatment, shares of our common stock acquired through exercise of an incentive stock option cannot be disposed of before two years from the date of grant of the option and one year from the date of exercise. Incentive stock option holders will generally incur no federal income tax liability at the time of grant or upon exercise of such options. However, the spread at exercise will be an "item of tax preference" which may give rise to "alternative minimum tax" liability for the taxable year in which the exercise occurs at the time of exercise. If the participant does not dispose of the shares of our common stock before two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares of our common stock will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisﬁed, no deduction will be allowed to us for federal income tax purposes in connection with the grant or exercise of the option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares of our common stock acquired through the exercise of an incentive stock option disposes of such shares of our common stock, the participant will generally realize ordinary taxable compensation at the time of such dis-position equal to the difference between the exercise price and the lesser of the fair market value of the stock on the date of initial exercise or the amount realized on the subsequent disposition, and such amount will generally be deductible by the Bank for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those sections.

Restricted stock. A participant will not be subject to tax upon the grant of an award of restricted stock unless the partic-ipant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will have taxable compensation equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any, unless the participant made an election under Section 83(b) of the Code to be taxed at the time of grant. If the participant made an election under Section 83(b), the participant will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any. The Company will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax pur-poses, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those sections.

RSUs (including performance stock units). A participant generally will not be subject to tax upon the grant of an unvested RSU award. Rather, upon the delivery of shares pursuant to an RSU award, the participant will have taxable compen-sation equal to the fair market value of the number of shares the participant actually receives with respect to the award. The Company will be able to deduct the amount of taxable compensation to the participant for U.S. federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compen-sation paid to executives designated in those sections.

The foregoing discussion is a summary only and does not purport to be complete. In addition, the information is based upon existing U.S. tax laws and regulations and, therefore, is subject to change when those laws or rules change. More-over, because the tax consequences to any participant may depend on his or her particular situation, each participant should consult his or her tax advisor as to the federal, state, local, and other tax consequences of the grant or exercise of an award or the disposition of shares acquired as a result of any award.

New Plan Beneﬁts

Awards under the 2004 Equity Plan will be determined by the Compensation Committee in its discretion and it is, there-fore, except as noted below, not possible to predict the awards that will be made to particular ofﬁcers in the future under the 2004 Equity Plan. For information regarding grants made to our named executive ofﬁcers in ﬁscal 2020 under the 2004 Equity Plan, see the "Grants of Plan-Based Awards" table above.

The following table shows equity awards already granted in 2021 to executive ofﬁcers, as well as equity awards expected to be granted to the non-executive directors in 2021. The Compensation Committee in January 2021 approved awards of restricted stock and performance stock units under the 2004 Equity Plan for our executive ofﬁcers, as part of our annual compensation program. In March 2021, our non-executive directors are expected to receive their annual equity grants.

Name and Position

Number of Shares or Units (#)

Joseph J. DePaolo

President and CEO

Scott A. Shay

Chairman of the Board

John Tamberlane

Vice-Chairman

Eric R. Howell

Senior Executive Vice President - Corporate and Business Development

Vito Susca

Executive Vice President and Chief Financial Ofﬁcer

All current executive ofﬁcers as a group

25,009 13,985 9,320 9,786 6,790 101,527

Non-executive director group Non-executive ofﬁcer employee group

To be determined To be determined

The aggregate annual compensation of our executive ofﬁcers as a group for 2020 was $30,390,969.00.

Required Vote

The New York Banking Law requires the afﬁrmative vote of the holders of a majority of the outstanding shares of our capital stock to approve the amendment to the 2004 Equity Plan. Holders of Bank's Series A Preferred Stock will also vote on the amendment to the 2004 Equity Plan and such vote will be taken into account when determining approval of this proposal.

Interests of Certain Persons in the Proposal

As indicated above, our named executive ofﬁcers and non-employee directors are eligible to receive grants pursuant to the 2004 Equity Plan, and so they may be deemed to have an interest in the 2004 Equity Plan.

The Board recommends a vote "FOR" this proposal.

OTHER MATTERS

Other Matters

Management does not know of any other matters to be considered at the 2021 Annual Meeting. If any other matters do properly come before the meeting, persons named in the accompanying form of proxy intend to vote on those matters as recommended by the Board or, if no recommendation is given, in their own discretion.

Annual Report on Form 10-K

The Bank will provide upon request and without charge to each shareholder receiving this Proxy Statement a copy of the Bank's Annual Report on Form 10-K for ﬁscal year ended December 31, 2020, including the ﬁnancial statements included therein, as ﬁled with the FDIC on or about March 1, 2021.

Available Information

The Bank's Internet address iswww.signatureny.com. We make available on our website under "Investor Relations" our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8 K, reports made pursuant to Section 16 of the Securities Exchange Act and amendments to those reports as soon as reasonably practicable after we ﬁle such material with, or furnish it to, the FDIC. Our Code of Business Conduct and Ethics for our employees and the Board, and our Code of Ethics for the Principal Executive Ofﬁcer and Senior Financial Ofﬁcers are also available on our website under "Investor Relations" and in print upon request by any shareholder. The charters of our Credit, Com-pensation, Nominating, Risk and Examining Committees are also available on our website under "Investor Relations." In addition, the Bank will furnish copies of its annual report on Form 10-K and any exhibits thereto upon written request to Investor Relations, Signature Bank, 565 Fifth Avenue, New York, NY 10017.

Stockholders Sharing the Same Address; Householding

In accordance with notices to many stockholders who hold their shares through a bank, broker or other holder of record (a "street-name stockholder") and share a single address, only one annual report and proxy statement is being delivered to that address unless contrary instructions from any stockholder at that address were received. This practice, known as "householding," is intended to reduce the Bank's printing and postage costs. However, any such street-name stock-holder residing at the same address who wishes to receive a separate copy of this Proxy Statement or accompanying the Bank Annual Report to Stockholders may request a copy by contacting the bank, broker or other holder of record, or the Bank by telephone at 646-822-1500, by email toinvestorrelations@signatureny.comor by mail to Investor Relations, Signature Bank, 565 Fifth Avenue, New York, NY 10017. Additionally, this Proxy Statement and our Annual Report on Form 10-K are available on the Internet free of charge atwww.signatureny.comunder "Investor Relations." The voting instruction sent to a street-name stockholder should provide information on how to request (1) householding of future Bank materials or (2) separate materials if only one set of documents is being sent to a household. If it does not, a stock-holder who would like to make one of these requests should contact the Bank as indicated above.

Shareholder Proposals

We anticipate that the 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting") will be held in the ﬁrst four months of 2022. Any shareholder who intends to present a proposal at the 2022 Annual Meeting, and who wishes to have such proposal included in the Bank's Proxy Statement for the 2022 Annual Meeting, must follow the procedures prescribed in Rule 14a-8 of the Securities Exchange Act of 1934, as well as the provisions of our By-laws. To be con-sidered timely, a proposal for inclusion in our Proxy Statement and form of proxy submitted pursuant to Rule 14a-8 for our 2022 Annual Meeting must be received by November 12, 2021. To be considered timely, a notice of shareholder nomination pursuant to the proxy access provisions of our By-laws must be received no later than November 12, 2021 and no earlier than October 13, 2021.

Under our By-laws, shareholder nominees or other proper business proposals must be made by timely written notice given by or on behalf of a shareholder of record of the Bank to the Corporate Secretary of the Bank. In the case of nom-ination of a person for election to the Board or other business to be conducted at the annual meeting of shareholders, notice shall be considered timely if it is received not less than 90 nor more than 120 days prior to the ﬁrst anniversary of the prior year's annual meeting of shareholders. The notice is required to comply with each of the procedural and informational requirements set forth in our By-laws. The requirements in our By-laws are separate from, and in addition to, the requirements in Regulation 14A under the Securities Exchange Act of 1934 that a shareholder must meet in order to have a shareholder proposal included in the Bank's Proxy Statement. To be considered timely under our By-laws, a proposal for business at our 2022 Annual Meeting must be received no earlier than December 23, 2021 and no later than January 22, 2022. For information about the policies of the Board relating to shareholder nominees, see "Consideration of Director Nominees" in this Proxy Statement.

By Order of the Board,

__________________________

Patricia E. O'Melia

Corporate Secretary

ANNEX A

The following table presents the efﬁciency ratio calculation:

(dollars in thousands)

Non-interest expense (NIE)

Net interest income before provision for credit losses Other non-interest income

Total income (TI) Efﬁciency ratio (NIE/TI)

The following table reconciles net income (as reported) to pre-tax, pre-provision earnings:

(dollars in thousands)

Twelve months ended

December 31, 2020

614,054

1,519,092

75,248

1,594,340

38.51 %

Twelve months ended

December 31, 2020

Net income (as reported) 528,359

Income tax expense 203,833

Provision for credit losses 248,094

Pre-tax, pre-provision earnings

980,286

ANNEX B

SIGNATURE BANK AMENDED AND RESTATED

2004 LONG-TERM INCENTIVE PLAN

SECTION 1.

Purpose; Deﬁnitions

The purpose of the Plan is to give the Company a competitive advantage in attracting, retaining and motivating ofﬁcers, employees, directors and/or consultants and to provide the Company and its Subsidiaries and Afﬁliates with a stock plan providing incentives directly related to increases in Company shareholder value.

Certain terms used herein have deﬁnitions given to them in the ﬁrst place in which they are used. In addition, for purpos-es of the Plan, the following terms are deﬁned as set forth below:

(a) "Afﬁliate" means a corporation or other entity controlled by, controlling or under common control with the Company.
(b) "Award" means a Stock Option, Restricted Stock, Restricted Stock Unit, Performance Unit, Qualiﬁed Perfor-mance-Based Awards or other stock-based award granted pursuant to the terms of the Plan.

(c) "Award Agreement" means any written agreement, contract or other instrument or document evidencing the grant of an Award.
(d) "Award Cycle" means a period of consecutive ﬁscal years or portions thereof designated by the Committee over which Performance Units are to be earned.
(e) "Board" means the Board of Directors of the Company.
(f) "Cause" means, unless otherwise provided by the Committee in an Award Agreement, (i) "Cause" as deﬁned in any Individual Agreement to which the Participant is a party, or (ii) if there is no such Individual Agreement or if it does not deﬁne Cause: (A) conviction of the Participant of, or the entry of a plea of guilty or nolo contendere by the Participant to, any felony or misdemeanor, excluding minor trafﬁc violations, (B) fraud, misappropriation or embez-zlement by the Participant, (C) the Participant's dishonesty in the course of fulﬁlling the Participant's employment duties, (D) the Participant's willful failure or gross negligence in the performance of the Participant's assigned duties for the Company, (E) the Participant's breach of the Participant's ﬁduciary duty to the Company; (F) any willful act or willful omission of the Participant that reﬂects adversely on the integrity and reputation for honesty and fair dealing of the Company or (G) prior to a Change in Control, such other events as shall be determined by the Committee. The Committee shall, unless otherwise provided in an Individual Agreement with the Participant have the sole discretion to determine whether "Cause" exists, and its determination shall be ﬁnal.
(g) "Change in Control" has the meaning set forth in Section 10(b).
(h) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.
(i) "Commission" means the Securities and Exchange Commission or any successor agency.
(j) "Committee" means the Committee referred to in Section 2.
(k) "Common Stock" means common stock, par value $0.01 per share, of the Company.
(l) "Company" means Signature Bank, a New York State chartered bank created under and governed by the banking laws of New York.
(m) "Covered Employee" means a Participant designated prior to the grant of Restricted Stock, Restricted Stock Units, Performance Units, or other Award by the Committee who is or may be a "covered employee" within the meaning of Section 162(m)(3) of the Code in the year in which Restricted Stock, Restricted Stock Units, Performance Units, or other stock-based awards are expected to be taxable to such Participant.
(n) "Disability" means, unless otherwise provided by the Committee, (i) "Disability" as deﬁned in any Individual Agree-ment to which the Participant is a party, or (ii) if there is no such Individual Agreement or it does not deﬁne "Dis-ability," permanent and total disability as determined under the Company's long-term disability plan applicable to the Participant.
(o) "Early Retirement" means retirement from active employment with the Company or a Subsidiary of the Company pursuant to the early retirement provisions of the applicable pension plan of such employer, if any.
(p) "Effective Date" shall have the meaning set forth in Section 15.
(q) "Eligible Individuals" mean directors, ofﬁcers, employees and consultants of the Company or any of its Subsid-

iaries or Afﬁliates, and prospective employees and consultants who have accepted offers of employment or con-sultancy from the Company or its Subsidiaries or Afﬁliates, who are or will be responsible for or contribute to the management, growth or proﬁtability of the business of the Company, or its Subsidiaries or Afﬁliates.

(r) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.
(s) "Fair Market Value" means, except as otherwise provided by the Committee, as of any given date, the closing sales price for a share of Common Stock on the Nasdaq or such other national securities exchange as may at the time be the principal market for the Common Stock, or if the shares were not traded on such national securities exchange on such date, then on the next preceding date on which such shares of Common Stock were traded, all as reported by such source as the Committee may select.
(t) "Incentive Stock Option" means any Stock Option designated as, and qualiﬁed as, an "incentive stock option" with-in the meaning of Section 422 of the Code.
(u) "Individual Agreement" means (i) an employment, consulting or similar written agreement between a Participant and the Company or one of its Subsidiaries or Afﬁliates or (ii) if the applicable Participant is a participant therein, the Signature Bank Change of Control Severance Plan for Key Corporate Employees (or any successor thereto).
(v) "Involuntary Termination" means a Termination of Employment by a Participant for Good Reason as deﬁned in an Individual Agreement to which the Participant is a party that is then in effect and applicable to such Termination of Employment. If a Participant is not party to an Individual Agreement, or if it does not deﬁne "Good Reason," no Termination of Employment of that Participant shall be considered to be an Involuntary Termination.
(w) "Nasdaq" means the Nasdaq National Market.
(x) "Negative Discretion" shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Qualiﬁed Performance-Based Award consistent with Section 162(m) of the Code.
(y) "NonQualiﬁed Stock Option" means any Stock Option that is not an Incentive Stock Option.
(z) "Normal Retirement" means retirement from active employment with the Company or a Subsidiary of the Company at or after age 65 or such other age as may be established by the Committee.
(aa) "Option Price" shall have the meaning set forth in Section 5(d).
(bb) "Outside Director" means a director who meets any applicable independence requirements of the Nasdaq and who qualiﬁes as an "outside director" within the meaning of Section 162(m) of the Code and as a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act.
(cc) "Participant" means an Eligible Individual who has been selected by the Committee to participate in the Plan and receive an Award.
(dd) "Performance Criteria" shall mean the criterion or criteria that the Committee may select for purposes of establish-ing the Performance Goal(s) for a Performance Period with respect to any Qualiﬁed Performance-Based Award under the Plan. The Performance Criteria that may be used to establish the Performance Goal(s) shall be based on the attainment of speciﬁc levels of performance of the Company (or Afﬁliate, division or operational unit of the Company) and shall be limited to the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) pre- or after-tax income (before or after allocation of corpo-rate overhead and bonus); (iv) operating income (before or after taxes); (v) revenue, net revenue, or net revenue growth; (vi) gross proﬁt or gross proﬁt growth; (vii) net operating proﬁt (before or after taxes); (viii) earnings, includ-ing earnings before or after taxes; (ix) return measures (including, but not limited to, return on assets, net assets, capital, total capital, tangible capital, invested capital, equity, or total shareholder return); (x) cash ﬂow (including, but not limited to, operating cash ﬂow, free cash ﬂow, cash ﬂow return on capital, cash ﬂow return on investment, and cash ﬂow per share (before or after dividends); (xi) margins, gross or operating margins, or cash margin; (xii) operating efﬁciency; (xiii) productivity ratios; (xiv) share price (including, but not limited to, growth measures and total shareholder return); (xv) expense targets; (xvi) objective measures of customer satisfaction; (xvii) working capital targets; (xviii) measures of economic value added, or economic value-added models or equivalent metrics; (xix) enterprise value; (xx) net sales; (xxi) appreciation in and/or maintenance of the price of the Shares or any other publicly-traded securities of the Company; (xxii) market share; (xxiii) comparisons with various stock market indices; (xxiv) reductions in costs; (xxv) improvement in or attainment of expense levels or working capital levels; (xxvi) year-end cash; (xxvii) debt reductions; (xxviii) stockholder equity; (xxix) regulatory achievements; or (xxx) implementation, completion or attainment of measurable objectives with respect to research, development, prod-ucts or projects, production volume levels, acquisitions and divestitures and recruiting and maintaining personnel.

Any one or more of the Performance Criteria may be used on an absolute or relative basis to measure the perfor-mance of the Company and/or one or more Afﬁliates as a whole or any business unit(s) of the Company and/or one or more Afﬁliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a group of comparator companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals. To the extent required under Section 162(m) of the Code, the Committee shall, within the ﬁrst 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), deﬁne in an objective fashion the manner of calculating the Performance Goals for such Performance Period.

In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the govern-ing Performance Criteria with respect to Qualiﬁed Performance-Based Awards without obtaining shareholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining shareholder approval.

(ee) "Performance Formula" shall mean, for a Performance Period, the one or more objective formulas applied against the relevant Performance Goal to determine, with regard to the Qualiﬁed Performance-Based Award of a particu-lar Participant, whether all, some portion but less than all, or none of the Qualiﬁed Performance-Based Award has been earned for the Performance Period.

(ff)

"Performance Goals" shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria. The Committee is authorized at any time during the ﬁrst 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Sec-tion 162(m) of the Code), or at any time thereafter to the extent the exercise of such authority at such time would not cause the Qualiﬁed Performance-Based Awards granted to any Participant for such Performance Period to fail to qualify as "performance-based compensation" under Section 162(m) of the Code, in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reﬂect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management's discussion and analysis of ﬁnancial condition and results of operations appearing in the Company's annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other speciﬁc unusual or nonre-curring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; and (ix) a change in the Company's ﬁscal year.

(gg) "Performance Period" shall mean the one or more periods of time not less than one (1) year in duration, as the

Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant's right to and the payment of a Qualiﬁed Performance-Based Award.

(hh) "Performance Units" means an Award granted under Section 7.

(ii)

"Plan" means the Signature Bank Corp. 2004 Long-Term Incentive Plan, as set forth herein and as hereinafter amended from time to time.

(jj)

"Qualiﬁed Performance-Based Award" means an Award of Restricted Stock, Restricted Stock Units, Performance Units, or other stock-based award or cash bonus designated as such by the Committee pursuant to Section 9 at the time of grant, based upon a determination that (i) the recipient is or may be a "covered employee" within the meaning of Section 162(m)(3) of the Code in the year in which the Company would expect to be able to claim a tax deduction with respect to such Restricted Stock, Restricted Stock Units, Performance Units, or other stock-based award or cash bonus and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption.

(kk) (ll)

"Restricted Stock" means an Award of Common Stock granted under Section 6.

"Restricted Stock Unit" means an Award of an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property, granted under Section 6 of the Plan.

(mm) "Retirement" means Normal or Early Retirement.

(nn) "Rule 16b 3" means Rule 16b 3, as promulgated by the Commission under Section 16(b) of the Exchange Act, as amended from time to time.

(oo) "Section 162(m) Exemption" means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

(pp) "Stock Option" means an Award granted under Section 5.

(qq) "Subsidiary" means any corporation, partnership, joint venture or other entity during any period in which at least a 50% voting or proﬁts interest is owned, directly or indirectly, by the Company or any successor to the Company.

(rr)

"Termination of Employment" means the termination of the Participant's employment with, or performance of ser-vices for, the Company and any of its Subsidiaries or Afﬁliates. A Participant employed by, or performing services for, a Subsidiary or an Afﬁliate shall also be deemed to incur a Termination of Employment if the Subsidiary or Afﬁliate ceases to be such a Subsidiary or an Afﬁliate, as the case may be, and the Participant does not immedi-ately thereafter become an employee of, or service-provider for, the Company or another Subsidiary or Afﬁliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Afﬁliates shall not be considered Terminations of Employment.

SECTION 2.

Administration

(a) The Plan shall be administered by the Compensation Committee or such other committee of the Board as the Board may from time to time designate (the "Committee"), which shall be composed of not less than two Outside Directors, and shall be appointed by and serve at the pleasure of the Board, except with respect to Awards to non-employee directors, which shall be administered by a committee of three or more Outside Directors elected by the Board (and with respect to which any committee member shall recuse himself or herself from voting on any such Award grant to himself or herself). All references to the "Committee" with respect to grants to non-employee directors shall refer to such committee elected by the Board.
(b) The Committee shall have plenary authority to grant Awards pursuant to the terms of the Plan to Participants.
(c) Among other things, the Committee shall have the authority, subject to the terms of the Plan:
- (i) To select the Participants to whom Awards may from time to time be granted;
- (ii) To determine whether and to what extent any type of Award is to be granted hereunder;
- (iii) To determine the number of shares of Common Stock to be covered by each Award granted hereunder;
- (iv) To determine the terms and conditions of any Award granted hereunder (including, but not limited to, the Option Price (subject to Section 5(a)), any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the Company or any Subsidiary or Afﬁliate) and any vesting acceleration or forfeiture waiver regarding any Award and the shares of Common Stock relating thereto, based on such factors as the Committee shall determine;
- (v) Subject to the terms of the Plan, including without limitation Section 12, to modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including but not limited to Performance Goals; provided, however, that the Committee may not adjust upwards the amount payable to a Covered Employee with respect to a Qualiﬁed Performance-Based Award or waive or alter the Performance Goals associated therewith in a manner that would violate Section 162(m) of the Code;
- (vi) To determine to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award shall be deferred; and
- (vii) To determine under what circumstances an Award may be settled in cash or Common Stock under Section 7(b)(vi).
(d) The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and prac-tices governing the Plan as it shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administration of the Plan.
(e) The Committee may act only by a majority of its members then in ofﬁce. Except to the extent prohibited by ap-plicable law or the applicable rules of a stock exchange, the Committee may (i) allocate all or any portion of its responsibilities and powers to any one or more of its members and (ii) delegate all or any part of its responsibilities and powers to any person or persons selected by it, provided that no such delegation may be made that would cause Awards or other transactions under the Plan to cease to be exempt from Section 16(b) of the Exchange Act or cause an Award designated as a Qualiﬁed Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption. Any such allocation or delegation may be revoked by the Committee at any time.
(f) Any determination made by the Committee with respect to any Award shall be made in the sole discretion of the Committee at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at

any time thereafter. All decisions made by the Committee or any appropriately delegated ofﬁcer pursuant to the provisions of the Plan shall be ﬁnal and binding on all persons, including the Company, its Afﬁliates, Subsidiaries, shareholders and Participants.

(g)

Any authority granted to the Committee may also be exercised by the full Board, except to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption under) the short-swing proﬁt recovery provisions of Section 16 of the Exchange Act or cause an Award designated as a Qualiﬁed Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemp-tion. To the extent that any permitted action taken by the Board conﬂicts with action taken by the Committee, the Board action shall control.

SECTION 3.

Grant of Awards; Common Stock Subject to Plan

(a) The maximum number of shares of Common Stock that may be delivered to Participants and their beneﬁciaries under the Plan shall be 5,807,483 (comprised of 2,286,450 shares originally reserved, plus an additional 1,213,550 shares approved by the stockholders of the Company at its 2008 annual meeting of stockholders, plus an addi-tional 1,082,483 shares approved by the stockholders of the Company at its 2013 annual meeting of stockholders, plus an additional 1,225,000 shares approved by the stockholders of the Company at its 2021 annual meeting of stockholders). No Participant may be granted Stock Options covering in excess of 1,000,000 shares of Common Stock in any calendar year. Shares subject to an Award under the Plan may be authorized and unissued shares or may be treasury shares. If and to the extent any Award is forfeited, or any Stock Option terminates, expires or lapses without being exercised, shares of Common Stock subject to such Awards shall again be available for distribution in connection with Awards under the Plan. If the Option Price of any Stock Option or stock appreciation right is satisﬁed by delivering shares of Common Stock to the Company (by either actual delivery or by attestation), the full number of shares of Common Stock for which the Stock Option or stock appreciation right is exercised (i.e., not just the number of shares of Common Stock delivered to the Participant net of the shares of Common Stock delivered to the Company or attested to) shall be deemed delivered for purposes of determining the maximum numbers of shares of Common Stock available for delivery under the Plan. To the extent any shares of Common Stock subject to any Stock Option or stock appreciation right are not delivered to a Participant because such shares are used to satisfy an applicable tax-withholding obligation, such shares shall similarly also be deemed to have been delivered for purposes of determining the maximum number of shares of Common Stock available for delivery under the Plan. The maximum number of shares of Common Stock that may be issued pursuant to Stock Options intended to be Incentive Stock Options shall be 5,807,483 shares.
(b) In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company (including any extraordinary cash or stock dividend), any reorganization (whether or not such reorganization comes within the deﬁnition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company, the Committee or Board shall make such equitable substitution or adjustments in the aggregate number and kind of shares reserved for issuance under the Plan, and the maximum limitation upon Stock Options and other Awards to be granted to any Participant, in the number, kind and Option Price of shares subject to outstanding Stock Options, in the number and kind of shares subject to other outstanding Awards granted under the Plan and/or such other equitable substitution or adjustments (including, without limitation, providing an amount in cash therefor) in order to prevent substantial enlargement or dilution of a Participant's rights in a manner consistent with the Plan, subject to the approval of the Superintendent of Financial Services of the State of New York; provided, however, that the number of shares subject to any Award shall always be a whole number.

SECTION 4.

Eligibility

Awards may be granted under the Plan to Eligible Individuals.

SECTION 5.

Stock Options

(a) Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two types: Incentive Stock Options and NonQualiﬁed Stock Options. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve.
(b) The Committee shall have the authority to grant any Participant Incentive Stock Options, NonQualiﬁed Stock Op-tions or both types of Stock Options; provided, however, that grants hereunder are subject to the limits on grants set forth in Section 3. Incentive Stock Options may be granted only to employees of the Company and its subsid-iaries or parent corporation (within the meaning of Section 424(f) of the Code). To the extent that any Stock Option

is not designated as an Incentive Stock Option or even if so designated does not qualify as an Incentive Stock Option on or subsequent to its grant date, it shall constitute a NonQualiﬁed Stock Option.

(c) Stock Options shall be evidenced by Award Agreements, which shall set forth or incorporate by reference the terms and conditions of the Stock Options. An Award Agreement shall indicate on its face whether it is intended to be an agreement for an Incentive Stock Option or a NonQualiﬁed Stock Option. The grant of a Stock Option shall occur on the date the Committee by resolution selects a Participant to receive a grant of a Stock Option, determines the number of shares of Common Stock to be subject to such Stock Option to be granted to such Par-ticipant and speciﬁes the terms and provisions of the Stock Option. The Company shall notify a Participant of any grant of a Stock Option, and a written Award Agreement shall be duly executed and delivered by the Company to the Participant. Such agreement or agreements shall become effective upon execution by the Company and the Participant.
(d) Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Committee shall deem desirable:
- (i) Option Price. The Committee shall determine the option price per share of Common Stock purchasable under a Stock Option (the "Option Price"). The Option Price per share of Common Stock subject to a Stock Option shall not be less than the Fair Market Value of the Common Stock subject to such Stock Option on the date of grant. Except for adjustments pursuant to Section 3(b), in no event may any Stock Option granted under this Plan be amended to decrease the Option Price thereof, cancelled in conjunction with the grant of any new Stock Option with a lower Option Price, or otherwise be subject to any action that would be treated, for accounting purposes, as a "repricing" of such Stock Option, unless such amendment, cancellation, or action is approved by the Company's shareholders in accordance with applicable law and stock exchange rules. In addition, in no event may any Stock Option be repurchased or cancelled in exchange for cash or other consideration at a time when the Option Price exceeds the Fair Market Value of the Common Stock subject to such Stock Option.
- (ii) Option Term. The term of each Stock Option shall be ﬁxed by the Committee, but no Stock Option shall be exercisable more than 10 years after the date the Stock Option is granted.
- (iii) Exercisability. Except as otherwise provided herein, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee pro-vides that any Stock Option is exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. Notwithstanding the foregoing, (A) a Participant's Stock Options shall become fully vested and exercisable upon Termination of Employment due to the death of the Participant, and (B) each Stock Option granted after January 18, 2017 shall provide for a minimum vesting period of twelve (12) months from the date of grant.
- (iv) Method of Exercise. Subject to the provisions of this Section 5, Stock Options may be exercised, in whole or in part, at any time during the option term by giving written notice of exercise to the Company specifying the number of shares of Common Stock subject to the Stock Option to be purchased. Such notice shall be accompanied by payment in full of the Option Price by certiﬁed or bank check or such other instrument as the Company may accept. If approved by the Committee, payment, in full or in part, may also be made in the form of unrestricted Common Stock (by delivery of such shares or by attestation) already owned by the Participant of the same class as the Common Stock subject to the Stock Option (based on the Fair Market Value of the Common Stock on the date the Stock Option is exercised); provided, however, that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned shares of Common Stock of the same class as the Common Stock subject to the Stock Option may be authorized only at the time the Stock Option is granted. If approved by the Committee, to the extent permitted by applicable law, payment in full or in part may also be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the Option Price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage ﬁrms. No shares of Common Stock shall be delivered until full payment therefor has been made. Except as otherwise provided in Section 5(k) below, a Participant shall have all of the rights of a shareholder of the Company holding the class or series of Common Stock that is subject to such Stock Option (including, if applicable, the right to vote the shares and the right to receive dividends), when the Participant has given written notice of exercise, has paid in full for such shares and, if requested by the Company, has given the representation described in Section 14(a).

(e) Nontransferability of Stock Options. No Stock Option shall be transferable by the Participant other than by will or by the laws of descent and distribution or any other testamentary distribution. All Stock Options shall be exercisable, subject to the terms of this Plan, only by the Participant, the guardian or legal representative of the Participant, or any person to whom such option is transferred pursuant to this paragraph, it being understood that the term "holder" and "Participant" include such guardian, legal representative and other transferee; provided, however, that Termination of Employment shall continue to refer to the Termination of Employment of the original Participant.
(f) Termination by Death. Unless otherwise determined by the Committee at the time of grant, if a Participant incurs a Termination of Employment by reason of death, any Stock Option held by such Participant may thereafter be exercised, until the expiration of the stated term of such Stock Option.
(g) Termination by Reason of Disability. Unless otherwise determined by the Committee at the time of grant or, if a longer period of exercise is desired, thereafter, if a Participant incurs a Termination of Employment by reason of Disability, any Stock Option held by such Participant (or the appointed ﬁduciary of such Participant) may thereafter be exercised by the Participant (or the appointed ﬁduciary of such Participant), to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine, for a period of one year from the date of such Termination of Employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that if the Participant dies within such period, any unexercised Stock Option held by such Participant shall, notwithstanding the expiration of such period, continue to be exer- cisable to the extent to which it was exercisable at the time of death until the expiration of the stated term of such Stock Option. In the event of Termination of Employment by reason of Disability, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a NonQualiﬁed Stock Option.
(h) Termination by Reason of Retirement. Unless otherwise determined by the Committee at the time of grant or, if a longer period of exercise is desired, thereafter, if a Participant incurs a Termination of Employment by reason of Retirement, any Stock Option held by such Participant may thereafter be exercised by the Participant, to the extent it was exercisable at the time of such Retirement, or on such accelerated basis as the Committee may determine, for a period of one year from the date of such Termination of Employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that if the Participant dies within such period any unexercised Stock Option held by such Participant shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for until the expiration of the stated term of such Stock Option, except in the case of an Incentive Stock Option, which shall be exercisable for (i) a period of one year from the date of such death or (ii) the expiration of the stated term of the Incentive Stock Option, whichever period is the shorter. In the event of Termination of Employment by reason of Retirement, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a NonQualiﬁed Stock Option.
(i) Other Termination. Unless otherwise determined by the Committee at the time of grant or, if a longer period of exercise is desired, thereafter: (A) if a Participant incurs a Termination of Employment for Cause, all Stock Options held by such Participant shall thereupon terminate; and (B) if a Participant incurs a Termination of Employment for any reason other than death, Disability, Retirement or for Cause, any Stock Option held by such Participant, to extent it was then exercisable at the time of termination, or on such accelerated basis as the Committee may determine, may be exercised for the lesser of 90 days from the date of such Termination of Employment or the balance of such Stock Option's term; provided, however, that if the Participant dies within such three-month period, any unexercised Stock Option held by such Participant shall, notwithstanding the expiration of such three-month period, continue to be exercisable to the extent to which it was exercisable at the time of death until the expiration of the stated term of such Stock Option, except in the case of an Incentive Stock Option, which shall be exercisable for (i) a period of one year from the date of such death or (ii) the expiration of the stated term of the Incentive Stock Option, whichever period is the shorter.
(j) Change in Control Termination. Notwithstanding any other provision of this Plan to the contrary, in the event a Participant incurs a Termination of Employment during the 24-month period following a Change in Control other than (i) by the Company for Cause, (ii) by reason of death, (iii) by reason of Disability or (iv) by voluntary resigna-tion other than by reason of an Involuntary Termination, any Stock Option held by such Participant may thereafter be exercised by the Participant, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine, for (A) the longer of (1) one year from such date of termination or (2) such other period as may be provided in the Plan for such Termination of Employment or as the Committee may provide in the Award Agreement or Individual Agreement, or (B) until expiration of the stated term of such Stock Option, whichever period is the shorter. If an Incentive Stock Option is exercised after the expiration of the post-termi-nation exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a NonQualiﬁed Stock Option.

Restricted Stock and Restricted Stock Units

(a) Administration. Shares of Restricted Stock and Restricted Stock Units may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Participants to whom and the time or times at which grants of Restricted Stock and Restricted Stock Units will be awarded, the number of shares of Restricted Stock or shares underlying Restricted Stock Units to be awarded to any Participant, the conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and condi-tions of the Awards, in addition to those contained in Section 6(c).
(b) Awards and Certiﬁcates. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certiﬁcates. Any certiﬁcate issued in respect of shares of Restricted Stock shall be registered in the name of such Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:
"The transferability of this certiﬁcate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of Signature Bank's Long-Term Incentive Plan and an Award Agreement. Copies of such Plan and Agreement are on ﬁle at the ofﬁces of Signature Bank."
The Committee may require that the certiﬁcates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.
(c) Terms and Conditions. Shares of Restricted Stock and Restricted Stock Units shall be subject to the following terms and conditions:
- (i) Regardless of whether an Award of Restricted Stock or Restricted Stock Units is designated by the Com-mittee as a Qualiﬁed Performance-Based Award, the Committee may condition the grant or vesting thereof upon the attainment of Performance Goals, the continued service of the Participant or a combination of the foregoing; provided, however, that each award of shares of Restricted Stock and Restricted Stock Units granted after January 18, 2017 shall provide for a minimum vesting period of twelve (12) months from the date of grant. The Committee may at any time, in its sole discretion, accelerate or waive, in whole or in part, any of the foregoing restrictions, except as provided in Section 9 in the case of Restricted Stock or Restricted Stock Units that are Qualiﬁed Performance-Based Awards.
- (ii) Subject to the provisions of the Plan and the Award Agreement referred to in Section 6(c)(vii), during the period, if any, set by the Committee, commencing with the date of such Award for which such Participant's continued service is required (the "Restriction Period"), and until the later of (A) the expiration of the Restric-tion Period and (B) the date the applicable Performance Goals (if any) are satisﬁed, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock or Restricted Stock Units; provided that, to the extent permitted by applicable law, the foregoing shall not prevent a Par-ticipant from pledging Restricted Stock or Restricted Stock Units as security for a loan, the sole purpose of which is to provide funds to pay the Option Price for Stock Options. Notwithstanding the foregoing, the Re-striction Period for a Participant shall end upon a Termination of Employment due to the Participant's death.
- (iii) Except as provided in this paragraph (iii) and Sections 6(c)(i) and 6(c)(ii) and the Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the shares and the right to receive any cash dividends. If so determined by the Committee in the applicable Award Agreement and subject to Section 14(e) of the Plan, (A) cash dividends on the class or series of Common Stock that is the subject of the Restricted Stock Award shall be automat-ically deferred and reinvested in additional Restricted Stock, held subject to the vesting of the underlying Restricted Stock, or held subject to meeting Performance Goals applicable only to dividends, (B) dividends payable in Common Stock shall be paid in the form of Restricted Stock of the same class as the Common Stock with which such dividend was paid, held subject to the vesting of the underlying Restricted Stock, or held subject to meeting Performance Goals applicable only to dividends and (C) an Award of Restricted Stock Units may provide a Participant with dividend equivalents in respect of dividends payable with respect to shares of Common Stock underlying such Restricted Stock Units, payable on such terms and conditions as may be determined by the Committee in its sole discretion, including, without limitation, withholding of such amounts by the Company subject to vesting of the underlying Restricted Stock Units, or held subject to meeting Performance Goals applicable only to dividends.
- (iv) Except to the extent otherwise provided in the applicable Award Agreement or Section 6(c)(i), 6(c)(ii), 6(c)(v) or 10(a)(ii), upon a Participant's Termination of Employment for any reason during the Restriction Period or before the applicable Performance Goals are satisﬁed, all shares of Restricted Stock and Restricted Stock

Units still subject to restriction shall be forfeited by the Participant; provided, however, that the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions (other than, in the case of Restricted Stock and Restricted Stock Units designated as a Qualiﬁed Performance-Based Award with respect to which a Participant is a Covered Employee, satisfaction of the applicable Performance Goals unless the Participant's Termination of Employment is by reason of death or Disability) with respect to any or all of such Participant's shares of Restricted Stock and Restricted Stock Units.

(v)

If and when any applicable Performance Goals are satisﬁed and the Restriction Period expires without a prior forfeiture of the Restricted Stock or Restricted Stock Units as applicable, unlegended certiﬁcates for such shares shall be delivered to the Participant upon surrender of the legended certiﬁcates.

(vi) Unless otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted

Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneﬁciary, an unlegended certiﬁcate for one share of Common Stock for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock in respect of such Restricted Stock Units or (ii) defer the delivery of Common Stock (or cash or part Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units.

(vii)Each Award shall be conﬁrmed by, and be subject to, the terms of an Award Agreement.

SECTION 7.

Performance Units

(a) Administration. Performance Units may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Participants to whom and the time or times at which Performance Units shall be awarded, the number of Performance Units to be awarded to any Participant, the duration of the Award Cycle and any other terms and conditions of the Award, in addition to those contained in Section 7(b).
(b) Terms and Conditions. Performance Units shall be subject to the following terms and conditions:
- (i) Regardless of whether Performance Units are designated by the Committee as Qualiﬁed Performance-Based Awards, the Committee may condition the settlement thereof upon the attainment of Performance Goals, the continued service of the Participant or a combination of the foregoing; provided, however, that each award of Performance Units granted after January 18, 2017 shall provide for a minimum vesting period of twelve (12) months from the date of grant. Subject to the provisions of the Plan and the Award Agreement referred to in Section 7(b)(v), Performance Units may not be sold, assigned, transferred, pledged or otherwise encum-bered during the Award Cycle.
- (ii) Except to the extent otherwise provided in the applicable Award Agreement or Section 7(b)(ii) or 9(a)(iii), upon a Participant's Termination of Employment for any reason during the Award Cycle or before any appli-cable Performance Goals are satisﬁed, all rights to receive cash or stock in settlement of the Performance Units shall be forfeited by the Participant; provided, however, that the Committee shall have the discretion to waive, in whole or in part, any or all remaining payment limitations (other than, in the case of Performance Units that are Qualiﬁed Performance-Based Awards, satisfaction of the applicable Performance Goals un- less the Termination of Employment of the Participant is by reason of death or Disability) with respect to any or all of such Participant's Performance Units. Notwithstanding the foregoing, all remaining payment limita-tions on a Participant's Performance Units shall be deemed satisﬁed on the death of the Participant.
- (iii) A Participant may elect to further defer receipt of cash or shares in settlement of Performance Units for a speciﬁed period or until a speciﬁed event, subject in each case to the Committee's approval and to such terms as are determined by the Committee. Subject to any exceptions adopted by the Committee, such election must generally be made prior to commencement of the Award Cycle for the Performance Units in question.
- (iv) At the expiration of the Award Cycle, the Committee shall evaluate the Company's performance in light of any Performance Goals for such Award, and shall determine the number of Performance Units granted to the Participant which have been earned, and the Committee shall then cause to be delivered to the Partic-ipant (A) a number of shares of Common Stock equal to the number of Performance Units determined by the Committee to have been earned, or (B) cash equal to the Fair Market Value of such number of shares of Common Stock, as the Committee shall elect (subject to any deferral pursuant to Section 7(b)(iii)).
- (v) Each Award shall be conﬁrmed by, and be subject to, the terms of an Award Agreement.

Other Stock-Based Awards

Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, Common Stock, including (without limitation) dividend equivalents and convertible debentures, may be granted either alone or in conjunction with other Awards granted under the Plan; provided, however, that each such award granted after January 18, 2017 shall provide for a minimum vesting period of twelve (12) months from the date of grant.

SECTION 9.

Qualiﬁed Performance-Based Awards

(a) General. The Committee shall have the authority, at the time of grant of any Award described in Sections 5 through 8 (other than Stock Options granted with an exercise price or grant price, as the case may be, equal to or greater than the Fair Market Value per share of Common Stock on the date of grant), to designate such Award as a Qualiﬁed Performance-Based Award in order to qualify such Award as "performance-based compensation" under Section 162(m) of the Code. The Committee shall have the authority to grant cash bonuses under the Plan and designate such Award as a Qualiﬁed Performance-Based Award in order to qualify such Award as "perfor-mance-based compensation" under Section 162(m).
(b) Eligibility. The Committee will, in its sole discretion, designate within the ﬁrst 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code) which Participants will be eligible to receive Qualiﬁed Performance-Based Awards in respect of such Performance Period. However, des-ignation of a Participant eligible to receive an Award hereunder for a Performance Period shall not in any manner entitle the Participant to receive payment in respect of any Qualiﬁed Performance-Based Award for such Perfor-mance Period. The determination as to whether or not such Participant becomes entitled to payment in respect of any Qualiﬁed Performance-Based Award shall be decided solely in accordance with the provisions of this Section 9. Moreover, designation of a Participant eligible to receive an Award hereunder for a particular Performance Period shall not require designation of such Participant eligible to receive an Award hereunder in any subsequent Performance Period and designation of one person as a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant eligible to receive an Award hereunder in such period or in any other period.
(c) Discretion of Committee with Respect to Qualiﬁed Performance-Based Awards. With regard to a particular Per-formance Period, the Committee shall have full discretion to select the length of such Performance Period (pro-vided any such Performance Period shall be not less than one (1) year in duration), the type(s) of Qualiﬁed Per-formance-Based Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is(are) to apply to the Company and the Performance Formula. Within the ﬁrst 90 days of a Performance Period (or, if longer or shorter, within the maxi-mum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Qualiﬁed Perfor-mance-Based Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence of this Section 9(c) and record the same in writing.
(d) Payment of Qualiﬁed Performance-Based Awards
- (i) Condition to Receipt of Payment. Unless otherwise provided in the applicable Award Agreement, a Partici- pant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Qualiﬁed Performance-Based Award for such Performance Period.
- (ii) Limitation. A Participant shall be eligible to receive payment in respect of a Qualiﬁed Performance-Based Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) the Perfor- mance Formula as applied against such Performance Goals determines that all or some portion of such Participant's Performance Award has been earned for the Performance Period.
- (iii) Certiﬁcation. Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Qualiﬁed Performance-Based Awards earned for the period based upon the Performance Formula. The Committee shall then determine the actual size of each Participant's Qualiﬁed Performance-Based Award for the Performance Period and, in so doing, may apply Negative Discretion in accordance with Section 9(d)(iv) hereof, if and when it deems appropriate.
- (iv) Use of Discretion. In determining the actual size of an individual Performance Award for a Performance Pe-riod, the Committee may reduce or eliminate the amount of the Qualiﬁed Performance-Based Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion to

(a) grant or provide payment in respect of Qualiﬁed Performance-Based Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (b) increase a Qualiﬁed Performance-Based Award above the maximum amount payable under Section 3(a) or 9(d)(vi) of the Plan.

(v) Timing of Award Payments. Qualiﬁed Performance-Based Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certiﬁcations re-quired by this Section 9.
(vi) Maximum Award Payable. Notwithstanding any provision contained in this Plan to the contrary, the maxi-mum Qualiﬁed Performance-Based Award payable to any one Participant under the Plan for a Performance Period is 1,000,000 shares of Common Stock or, in the event such Qualiﬁed Performance-Based Award is paid in cash, the equivalent cash value thereof on the ﬁrst or last day of the Performance Period to which such Award relates, as determined by the Committee. The maximum amount that can be paid in any calen- dar year to any Participant pursuant to a cash bonus Award described in the last sentence of Section 9(a) shall be $5,000,000. Furthermore, any Qualiﬁed Performance-Based Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (A) with respect to Qual-iﬁed Performance-Based Award that is payable in cash, by a measuring factor for each ﬁscal year greater than a reasonable rate of interest set by the Committee or (B) with respect to a Qualiﬁed Performance-Based Award that is payable in shares of Common Stock, by an amount greater than the appreciation of a share of Common Stock from the date such Award is deferred to the payment date.

SECTION 10. Change in Control Provisions

(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, unless otherwise provided by the Committee in any Award Agreement, in the event of a Change in Control:
- (i) Any Stock Options outstanding as of the date of such Change in Control, and which are not then exercisable and vested, shall become fully exercisable and vested.
- (ii) The restrictions and deferral limitations applicable to any Restricted Stock and Restricted Stock Units shall lapse, and such Restricted Stock and Restricted Stock Units shall become free of all restrictions and be-come fully vested.
- (iii) All Performance Units, other stock-based awards and cash bonus awards shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse and such Performance Units and other stock-based awards shall be settled in cash or shares of Common Stock, as determined by the Committee, and cash bonus awards shall be paid as promptly as is practicable.
(b) Deﬁnition of Change in Control. For purposes of the Plan, a "Change in Control" shall mean the happening of any of the following events:
- (i) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Ex-change Act) (a "Person") that results in beneﬁcial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) by such Person of 50% or more of either (A) the then outstanding shares of com-mon stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"), excluding, however, the following: (v) Any acquisition by any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the Outstanding Company Common Stock or the voting power of the Company Voting Securities (as the case may be) then outstanding, (w) Any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (x) Any acquisition by the Company, (y) Any acquisition by any employee beneﬁt plan (or related trust) sponsored or maintained by the Company in which at least a 50% voting or proﬁts interest is owned, directly or indirectly, by the Company, or (z) Any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 10(b); or
- (ii) There occurs a change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 10(b), that any individual who becomes a member of the Board subsequent to the Effective Date, whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of ofﬁce oc-

curs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Corporate Transaction") unless (A) all or substantially all of the individuals and entities who are the beneﬁcial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneﬁcially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, with-out limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Com-pany Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (other than the Company, any employee beneﬁt plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneﬁcially own, directly or indirectly, 50% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (C) at least a majority of the members of the board of directors of such corporation resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agree-ment or of the action of the Board providing for such Corporate Transaction; or
(iv) The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, (A) a Person shall not be deemed to have beneﬁcial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement (or voting or option agreement related thereto) until the consummation of the transactions contemplated by such agreement and (B) any holding compa- ny whose only material asset is equity interests of the Company or any of its direct or indirect parent companies shall be disregarded for purposes of determining beneﬁcial ownership under clause (i) above.

SECTION 11. Forfeiture of Awards

Notwithstanding anything in the Plan to the contrary, the Committee shall have the authority under the Plan to provide in any Award Agreement that in the event of serious misconduct by a Participant (including, without limitation, any miscon-duct prejudicial to or in conﬂict with the Company or its Subsidiaries or Afﬁliates, or any Termination of Employment for Cause), or any activity of a Participant in competition with the business of the Company or any Subsidiary or Afﬁliate, any outstanding Award granted to such Participant shall be cancelled, in whole or in part, whether or not vested or deferred. The determination of whether a Participant has engaged in a serious breach of conduct or any activity in competition with the business of the Company or any Subsidiary or Afﬁliate shall be determined by the Committee in good faith and in its sole discretion. This Section 11 shall have no application following a Change in Control.

SECTION 12. Term, Amendment and Termination

The Plan will terminate on December 31, 2028. Under the Plan, Awards outstanding as of such date shall not be affected or impaired by the termination of the Plan.

The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would impair the rights of a Participant under a Stock Option or a recipient of a Restricted Stock Award, Per-formance Unit Award or other Award theretofore granted without the Participant's or recipient's consent, except such an amendment made to comply with applicable law, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company's shareholders to the extent such approval is required by applicable law or stock exchange rules.

The Committee may amend the terms of any Stock Option or other Award theretofore granted, prospectively or retro-actively, but no such amendment shall cause a Qualiﬁed Performance-Based Award to cease to qualify for the Section 162(m) Exemption or impair the rights of any holder without the holder's consent except such an amendment made to cause the Plan or Award to comply with applicable law, stock exchange rules or accounting rules.

Subject to the above provisions, the Board shall have authority to amend the Plan to take into account changes in law and tax and accounting rules as well as other developments, and to grant Awards which qualify for beneﬁcial treatment under such rules without shareholder approval.

SECTION 13. Unfunded Status of Plan

It is presently intended that the Plan constitute an "unfunded" plan for incentive and deferred compensation. The Com- mittee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the "unfunded" status of the Plan.

SECTION 14. General Provisions

(a) Representation. The Committee may require each person purchasing or receiving shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to the distribution thereof. The certiﬁcates for such shares may include any legend which the Committee deems appro-priate to reﬂect any restrictions on transfer. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any certiﬁcate or certiﬁcates for shares of Common Stock under the Plan prior to fulﬁllment of all of the following conditions:
- (i) Listing or approval for listing upon notice of issuance, of such shares on Nasdaq, or such other securities exchange as may at the time be the principal market for the Common Stock;
- (ii) Any registration or other qualiﬁcation of such shares of the Company under any state or federal law or reg-ulation, or the maintaining in effect of any such registration or other qualiﬁcation which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and
- (iii) Obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.
(b) No Limit of Other Arrangements; No Uniformity of Treatment. Nothing contained in the Plan shall prevent the Com-pany or any Subsidiary or Afﬁliate from adopting other or additional compensation arrangements for its employees. There is no obligation for uniformity of treatment of Participants or holders or beneﬁciaries of Awards. The terms and conditions of Awards and the Committee's determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated.
(c) No Contract of Employment. The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Afﬁliate to terminate the employment of any employee at any time.
(d) Tax Withholding. No later than the date as of which an amount ﬁrst becomes includible in the gross income of the Participant for federal income tax purposes with respect to any Award under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise de-termined by the Company, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement; provided that not more than the legally required minimum withholding may be settled with Common Stock. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Afﬁliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.
(e) Dividends. Reinvestment of dividends in additional Restricted Stock (or reinvestment of dividend equivalents in additional Restricted Stock Units that are to be settled in shares of Common Stock) at the time of any dividend payment shall only be permissible if sufﬁcient shares of Common Stock are available under Section 3 for such reinvestment (taking into account then outstanding Stock Options and other Awards).
(f) Death Beneﬁciary. The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneﬁciary to whom any amounts payable in the event of the Participant's death are to be paid or by whom any rights of the Participant, after the Participant's death, may be exercised.
(g) Subsidiary Employees. In the case of a grant of an Award to any employee of a Subsidiary of the Company, the Company may, if the Committee so directs, issue or transfer the shares of Common Stock, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or un- derstanding that the Subsidiary will transfer the shares of Common Stock to the employee in accordance with the terms of the Award speciﬁed by the Committee pursuant to the provisions of the Plan. All shares of Common Stock underlying Awards that are forfeited or canceled shall revert to the Company.

(h) Governing Law. The Plan and all Awards made and actions taken thereunder shall be subject to the provisions of the Banking Law of the State of New York (including, without limitation, section 140-a thereof) and the regulations thereunder, and shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conﬂict of laws.
(i) Nontransferability. Except as otherwise provided in Section 5(e) or by the Committee, Awards under the Plan are not transferable except by will or by laws of descent and distribution.
(j) Section 409A of the Code. To the extent applicable, notwithstanding anything herein to the contrary, this Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be tax-able to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to pay-ment to such Participant of such amount, the Company may (i) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the beneﬁts provided by the Plan and Awards hereunder and/or (ii) take such other actions as the Committee determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A of the Code. In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, the Company will make such payment on the ﬁrst day that would not result in the Participant incurring any tax liability under Section 409A of the Code. The Participant shall be solely responsible for, and nothing herein shall obligate the Company to pay for or on behalf of any Participant, any taxes imposed on such Participant under Section 409A of the Code in respect of any Award granted under the Plan.

SECTION 15. Effective Date of Plan

The Plan shall be effective as of the date (the "Effective Date") it is adopted by the Board, provided that it has been ap-proved or is thereafter approved by the stockholders of the Company in accordance with all applicable laws, regulations and stock exchange rules and listing standards.

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Signature Bank published this content on 12 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 March 2021 17:30:06 UTC.

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Signature Bank : Notice of Annual Meeting and Proxy Statement 2021

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