UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 14, 2016

Dear Stockholders:

The Annual Meeting of stockholders of Sterling Bancorp will be held on Tuesday, May 24, 2016, at 11:00 a.m. Eastern Time. This year’s Annual Meeting will be a virtual meeting of stockholders. You will be able to participate in the meeting, vote, and submit questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/STL2016. A secure control number that will allow you to attend the meeting electronically can be found on the enclosed proxy card or on the Notice of Internet Availability of Proxy Materials.

Whether or not you plan to participate in the meeting, the Board of Directors strongly encourages you to review the enclosed information and vote your shares. Your vote is important.

The Company’s performance during the fiscal year 2015 was highlighted by significant accomplishments that reflect our commitment to enhancing stockholder value. The Company continued making progress in its strategy of building a high performing regional bank that delivers strong growth and profitability. The Board of Directors believes that the Company’s executive compensation and corporate governance policies will contribute to the Company’s ability to generate strong operating and financial performance and deliver short-term and long-term value for stockholders.

Highlights for the Fiscal Year Ended December 31, 2015

Corporate Governance

The Board of Directors of Sterling Bancorp is committed to operating the Company in a manner aligned with our stockholders’ interests. The Board of Directors believes that our proposals are all in conformity with best governance practices. Last year, the Company voluntarily proposed to its stockholders that its Board of Directors become “de-staggered,” such that now all of our Directors serve for a one-year term with each Director up for election annually.

 Stockholder Engagement

The Company values its relationship with its stockholders and has expanded its engagement with investors. The Company executives regularly attend investor conferences and hold regular meetings with investors. We have met with many of our institutional investors and prospective investors. We have benefited from this open dialogue and look forward to continuing this communication as we move forward.

Along with our Board of Directors, we wish to thank our stockholders for their continued interest and support. We also wish to thank the entire Sterling Bancorp team, as well, for their hard work and commitment in positioning the Company for even better performance going forward.

Sincerely,

Louis J. Cappelli	Jack L. Kopnisky
Chairman	President and Chief Executive Officer

400 Rella Boulevard, Montebello, New York 10901

(845) 369-8040

NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 24, 2016

Notice is hereby given that the Annual Meeting of stockholders of Sterling Bancorp (the “Company”) will be held on Tuesday, May 24, 2016, at 11:00 a.m. Eastern Time. This year’s Annual Meeting will be a virtual meeting of stockholders. You will be able to participate in the 2016 Annual Meeting, vote, and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/STL2016. Be sure to have your 16-digit control number to enter the virtual meeting.

The Annual Meeting is for the purpose of considering and acting upon the:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THESE ITEMS FOR
THE REASONS DESCRIBED IN THE PROXY STATEMENT.

Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on the date or dates to which the Annual Meeting may be adjourned or postponed. Stockholders of record at the close of business on April 1, 2016 are the stockholders entitled to vote at the Annual Meeting, and any adjournments or postponements thereof.

On or about April 14, 2016, we will mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to stockholders of record at the close of business on April 1, 2016, other than those stockholders who previously requested electronic or paper delivery of communications from us. The Notice contains instructions on how to access an electronic copy of our proxy materials, including our Proxy Statement and our 2015 Annual Report, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The Notice also contains instructions on how to request a paper copy of the proxy materials.

You have three options for submitting your vote before the 2016 Annual Meeting of stockholders:

Please vote as soon as possible to record your vote promptly, even if you plan to attend the 2016 Annual Meeting of stockholders on the Internet.

	By Order of the Board of Directors
	Katharine B. Brown
	Corporate Secretary
	Montebello, New York
	April 14, 2016

IMPORTANT: THE PROMPT RETURN OF PROXIES OR VOTE BY INTERNET OR

TELEPHONE WILL SAVE THE EXPENSE OF FURTHER REQUESTS FOR PROXIES.

GUIDE TO VOTING MATTERS

Our stockholders are being asked to vote on the following matters at our 2016 Annual Meeting of Stockholders:

table of contents

TABLE OF CONTENTS
(continued)

VOTING AND MEETING INFORMATION

PROXY STATEMENT

Sterling Bancorp

400 Rella Boulevard

Montebello, New York 10901

(845) 369-8040

ANNUAL MEETING OF STOCKHOLDERS

May 24, 2016

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Sterling Bancorp (“Sterling” or the “Company”) to be used at the Annual Meeting of stockholders, which will be held on May 24, 2016, at 11:00 a.m. Eastern Time, and all adjournments and postponements of the Annual Meeting. The accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement are first being mailed to stockholders on or about April 14, 2016.

MERGER WITH HUDSON VALLEY HOLDING CORP.

On June 30, 2015, Sterling completed its acquisition of Hudson Valley Holding Corp (the “HVB Merger”). Immediately following the HVB Merger, Sterling became an institution with approximately $11.6 billion in assets, $7.3 billion in gross loans and over $8.8 billion in deposits.

CHANGE IN FISCAL YEAR END

On January 29, 2015, our Board of Directors adopted a change in our fiscal year end from September 30 to December 31, as reflected in our proxy statement last year. As such, where appropriate and when 2014 information is referenced, this Proxy Statement contains information relating to both the fiscal year ended September 30, 2014 (“fiscal year 2014”) and the transition period of October 1, 2014 to December 31, 2014 (the “Transition Period”).

STOCKHOLDERS ENTITLED TO VOTE

Holders of record of Sterling’s shares of common stock, par value $0.01 per share, as of the close of business on April 1, 2016 (the “Record Date”), are entitled to one vote for each share then held. As of the Record Date, there were 130,548,989 shares of common stock issued and outstanding. The presence in person or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. Stockholders who log on to our virtual meeting of stockholders with their 16-digit control number are considered present in person.

INTERNET AVAILABILITY OF PROXY MATERIALS

We are making this Proxy Statement and our 2015 Annual Report to Stockholders (the “2015 Annual Report”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 29, 2016, available to our stockholders primarily via the Internet.

On or about April 14, 2016, we mailed to our stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including this Proxy Statement and the 2015 Annual Report. The Notice of Internet Availability also instructs you on how to access your proxy card to be able to vote through the Internet or by telephone. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail. Other stockholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote via the Internet, or have been mailed paper copies of our proxy materials and proxy card or vote instruction form.

Internet distribution of proxy materials is designed to expedite receipt by stockholders, lower the cost of the Annual Meeting, and conserve natural resources. However, if you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials contained on the Notice of Internet

VOTING AND MEETING INFORMATION

Availability. If you have previously elected to receive our proxy materials electronically, you will continue to review these materials via e-mail unless you elect otherwise.

PARTICIPATING IN THE ANNUAL MEETING

Sterling will be hosting its Annual Meeting live via the Internet. A summary of the information you need to participate in the Annual Meeting online is provided below:

VOTING PROCEDURES

Stockholders who execute proxies in the form solicited hereby retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the Annual Meeting and all adjournments and postponements thereof. Proxies solicited on behalf of the Board will be voted in accordance with the directions given thereon. Where no instructions are indicated, validly executed proxies will be voted “FOR” the proposals set forth in this Proxy Statement and upon the transaction of such other business as may properly come before the Annual Meeting in the discretion of the persons appointed as proxies. Other than the matters listed in the attached Notice of Annual Meeting of Stockholders, the Board knows of no additional matters that will be presented for consideration at the Annual Meeting.

Brokers holding shares in street name for customers who are beneficial owners of such shares are prohibited from giving a proxy to vote such customers’ shares on “non-routine” matters in the absence of specific instructions from such customers. This is commonly referred to as a “broker non-vote.”  Your broker is entitled to vote your shares on the “routine” matter of ratification of the selection of Crowe Horwath LLP as the Company’s independent registered public accounting firm even if you do not provide voting instructions to your broker. Each of the other proposals is considered a “non-routine” matter.

As to the election of Directors, the proxy card being provided by the Board enables a stockholder to vote FOR all nominees proposed by the Board, to WITHHOLD authority for all nominees or to vote FOR ALL EXCEPT one or more of the nominees being proposed. Voting for all nominees except those you list on the proxy card is the equivalent of withholding your vote for those Directors you have listed. Nominees are elected by a plurality of votes cast. Proxies in which the authority to vote for the nominees being proposed is withheld and broker non-votes will not affect the outcome of the vote.

Each stockholder, whether or not he or she plans to participate in the Annual Meeting, is requested to vote electronically via the Internet or by telephone. If you receive a paper copy of the proxy materials, please sign, date and return the accompanying proxy card without delay in the postage-paid envelope provided. Any proxy given by the stockholder may be revoked at any time before it is voted. A proxy may be revoked by filing with the Corporate Secretary of Sterling Bancorp a written revocation or a duly executed proxy card bearing a later date. Any stockholder present at the Annual Meeting may revoke his or her proxy and vote electronically on each matter brought before the Annual Meeting. Stockholders who log on to our virtual meeting of stockholders with their 16-digit control number are considered present in person. However, if you are a stockholder whose shares are not registered in your own name, you will need additional documentation from your record holder in order to vote at the Annual Meeting.

PARTICIPANTS IN THE 401(k) PLAN

Effective January 1, 2015, the Provident 401(k) and Profit Sharing Plan and the Sterling Bancorp/Sterling National Bank 401(k) Plan merged (the surviving plan referred to herein as the “401(k) Plan”). To the extent the 401(k) Plan holds in trust shares of common stock of Sterling Bancorp, the plan trustee votes the shares allocated to participants in accordance with their instructions. When no voting instructions have been received, the trustee will vote the shares allocated to your account in the same proportion as the shares for which the trustee received timely voting instructions.

VOTING AND MEETING INFORMATION

PRINCIPAL HOLDERS

In accordance with the provisions of our Certificate of Incorporation, record holders of common stock who, individually or together with their affiliates and any other person with whom they or their affiliates are acting in concert, beneficially own in excess of 10% of the issued and outstanding shares of common stock are not entitled to vote any of the shares held in excess of that limit. The Certificate of Incorporation further authorizes the Board (i) to make all determinations necessary to implement and apply that limit, including determining whether persons or entities are acting in concert, and (ii) to demand that any person who is reasonably believed to beneficially own shares of common stock in excess of the limit supply information to enable the Board to implement and apply the limit. The Company is not aware of any beneficial holder of 10% or more of the Company’s common stock as of the record date.

Persons and groups who beneficially own in excess of 5% of the shares of common stock are required to file certain reports with Sterling and the Securities and Exchange Commission (“SEC”) regarding such ownership. See page 17, “Security Ownership of Certain Beneficial Owners, Directors and Executive Officers” for our 5% or more beneficial owners as of April 1, 2016.

PROPOSAL I – ELECTION OF DIRECTORS

PROPOSAL I — ELECTION OF DIRECTORS

The Board of Directors currently consists of sixteen (16) members, each of whom serves a one-year term which will expire May 24, 2016, at our 2016 Annual Meeting. The Company voluntarily proposed to its stockholders to eliminate staggered terms for Directors at its 2015 Annual Meeting of Stockholders and now requires the annual election of all Directors.

Each Director-nominee (“nominee”) has agreed to serve if elected. If any nominee is not able to serve, the Board may designate a substitute or reduce the number of Directors serving on the Board. Proxies will be voted for the nominees shown below (or if not able to serve, such substitutes as may be designated by the Board). The Board has no reason to believe that any of the nominees will be unable to serve. The nominees will be elected by a plurality of the votes entitled to be cast at the Annual Meeting. A plurality is generally defined as the excess of the votes cast in favor of a Director nominee over those cast in favor of any other nominee. You may vote for up to the number of nominees named, and the nominees receiving the largest number of “FOR” votes will be elected to the Director positions to be filled. Except as indicated herein, there are no arrangements or understandings between any of the nominees and any other person pursuant to which such nominees were selected. See page 21, “Nominating and Corporate Governance Committee.”

The Nominating and Corporate Governance Committee of the Board has nominated the following persons to serve as Directors for a one (1) year term until the 2017 Annual Meeting:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NOMINEE AS DIRECTOR.

OUR BOARD OF DIRECTORS

Set forth below are the current Directors of the Company, their ages and their positions with Sterling, and the length of their Directorship. Each Director’s term expires as of May 24, 2016 at our 2016 Annual Meeting. If re-elected at the 2016 Annual Meeting, each Director’s term will expire at the 2017 Annual Meeting. Depending on when/how each Director joined the Company, his or her “length of directorship” may commence with either Provident New York Bancorp (“Legacy Provident”) or Sterling Bancorp (“Legacy Sterling”) prior to the October 31, 2013 merger (the “Provident Merger”), or Hudson Valley Holding Corp. (“Legacy HVB”) prior to the June 30, 2015 HVB Merger.

The following discussion includes the business experience for the past five (5) years for each of our Director nominees, as well as the qualifications that were the basis for the Board determinations that each Director nominee should serve on the Company’s Board.

PROPOSAL I – ELECTION OF DIRECTORS

LOUIS J. CAPPELLI, Chairman of the Board

Age 85

 

Director since: 1971   Committees: Executive (Chairman) and Enterprise Risk   Other current public directorships: None   Began Board service with Legacy Sterling

 

Career and Education Highlights:

 

·

Chairman of the Board of the Company (2013 to present)

·

Joined Legacy Sterling in 1949

·

Elected Chairman of the Board and Chief Executive Officer (“CEO”) of Legacy Sterling (1992 to 2013)

·

Recipient of numerous business and charitable awards

·

Currently serves on the boards of several civic, charitable and ecumenical organizations

·

B.A., Business Administration, Baruch College of City University of New York, Doctor of Humane Letters

JACK KOPNISKY, President & CEO

Age 60

 

Director since: 2011   Committees: Executive and Enterprise Risk   Other current public company directorships: None   Began Board service with Legacy Provident

 

Career and Education Highlights:

 

·

President and CEO of Legacy Provident and Legacy Provident Bank and continues to hold these positions at the Company and Sterling National Bank (the “Bank”) (2011 to present)

·

CEO of SJB Escrow Corporation (2009 to 2011)

·

Partner at Mercatus LLC (2008 to 2009)

·

President and CEO of First Marblehead Corporation (2005 to 2008)

·

Served in a variety of leadership positions with KeyCorp and predecessor banks (1998 to 2005), including President, Consumer Banking Group; President of KeyBank USA and President of Retail Banking and President and Chief Executive Officer of Key Investment

·

B.A., Business Administration and Economics, Grove City College

·

Graduate, Stonier School of Banking

·

Weatherhead School of Executive Program, Case Western Reserve University

PROPOSAL I – ELECTION OF DIRECTORS

ROBERT ABRAMS, Independent Director

Age 77

 

Director since: 1999   Committees: Nominating & Corporate Governance (Chairman) and Executive   Other current public company directorships: None   Began Board service with Legacy Sterling

 

Career and Education Highlights:

 

·

Member of Stroock & Stroock & Lavan LLP, a law firm specializing in the representation of multinational corporations, private companies, individuals and emerging business enterprises (January 1994 to present)

·

Attorney General of the State of New York for four (4) terms (1979 to 1993)

·

Member of New York State Assembly for three (3) terms (1966 to 1969)

·

Bronx Borough President (1970 to 1978)

·

B.A., Columbia College

·

LL.B., New York University School of Law

PROPOSAL I – ELECTION OF DIRECTORS

JAMES F. DEUTSCH, Independent Director

Age 60

 

Director since: 2012   Committees: Executive and Enterprise Risk (Chairman)   Other current public company directorships: Avenue Financial Holdings, Inc., Cape Bancorp, Inc., and MBT Financial Corp.   Began Board service with Legacy Provident

 

Career and Education Highlights:

 

·

Managing Partner of Patriot Financial Partners, L.P. (“Patriot”) (April 2011 to present)

·

President, CEO and Director of Team Capital Bank, a community bank which operated in Pennsylvania (November 2004 to April 2011)

·

Director (including two years as Vice Chairman) of Atlantic Community Bankers Bank (2009 to April 30, 2015)

·

Board member, Avenue Financial Holdings, Inc. (Nasdaq: “AVNU”)

·

Board member, Cape Bancorp, Inc. (Nasdaq: “CBNJ”)

·

Board member, MBT Financial Corp. (Nasdaq: “MBTF”)

·

Board member, Bannockburn Global Forex, LLC (privately held)

·

Serves as Chairman and Director of several non-profit agencies

·

B.S., Finance, Lehigh University

·

M.B.A., Business Administration, Lehigh University

NAVY E. DJONOVIC, Independent Director

Age 50

 

Director since: 2010   Committees: Audit   Other current public company directorships: None   Began Board service with Legacy Provident

 

Career and Education Highlights:

 

·

Partner at Maier Markey & Justic LLP, a certified public accounting firm, providing accounting, auditing and consulting services (January 2010 to present). Ms. Djonovic has been the Controller since January 2001

·

Director of Operations at Mikimoto (America) (1998-1999)

·

Senior Accountant at Arthur Anderson (1996 to 1998)

·

Staff Accountant at Deloitte & Touche LLP (1994 to 1996)

·

Member, New York State Society of Certified Public Accountants

·

Serves on the Boards of a number of non-profit and civic organizations in Westchester County including the Westchester County Association

·

B.A., Accounting, Fordham University

PROPOSAL I – ELECTION OF DIRECTORS

FERNANDO FERRER, Independent Director

Age 65

 

Director since: 2002   Committees: Audit and Enterprise Risk   Other current public company directorships: None   Began Board service with Legacy Sterling

 

Career and Education Highlights:

 

·

Co-Chairman of Mercury Public Affairs, LLC, a part of Omnicom Group Inc., which specializes in public affairs related to business, government, politics and media (October 2006 to present)

·

Appointed to the Board of the Metropolitan Transit Authority (“MTA”) by Governor Andrew Cuomo (June 2011 to present)

·

Director, Regional Plan Association (2007 to present)

·

President of the Drum Major Institute for Public Policy, a non-partisan, non-profit think tank (2002-2004)

·

Bronx Borough President (1987 to 2001)

·

B.A., University Heights College of Arts and Sciences, New York University

·

M.P.A., Baruch College of the City University of New York

WILLIAM F. HELMER, Independent Director

Age 82

 

Director since: 1999   Committees: Nominating & Corporate Governance   Other current public company directorships: None   Began Board service with Legacy Provident

 

Career and Education Highlights:

 

·

President of Helmer-Cronin Construction, Inc. (May 1961 to present)

·

Trustee, Clarkson University (2008 to present)

·

Chairman of the Board of Legacy Provident from inception in 1999 to 2013

·

Chairman of the Board of Legacy Provident Bank (1994 to 2013); Appointed to the Board in 1974

·

Member and Director of numerous professional, economic development and community organizations throughout Rockland County and New York State

·

B.S., Civil Engineering, Clarkson University

PROPOSAL I – ELECTION OF DIRECTORS

THOMAS GRAHAM KAHN, Independent Director

Age 73

 

Director since: 2004   Committees: Nominating & Corporate Governance   Other current public company directorships: None   Began Board service with Legacy Provident

 

Career and Education Highlights:

 

·

President of Kahn Brothers Group, Inc., Kahn Brothers LLC, a member of the New York Stock Exchange (the “NYSE”), and Kahn Brothers Advisors LLC, a registered investment advisor located in New York City (July 1978 to present)

·

Licensed chartered financial analyst

·

Registered investment advisor for over 30 years

·

Member, New York Society of Security Analysts

·

Board member, JBI International (privately held) (1988 to present)

·

Serves as a Board member on a number of civic and national non-profit organizations

·

B.A., Cornell University

·

M.B.A., New York University

JAMES J. LANDY, Director

Age 61

 

Director since: 2000   Committees: Executive   Other current public company directorships: None   Began Board service with Legacy HVB

 

Career and Education Highlights:

 

·

Chairman of the Board of Directors of Legacy HVB and Hudson Valley Bank N.A. (“HV Bank”) (January 2015 through June 2015) and Executive Chairman (2012 to 2014). Served in a variety of other senior positions of HV Bank from 1977 to 2012

·

Serves on the Boards of several civic, charitable and ecumenical organizations throughout Westchester County

·

B.A., Manhattan College

·

Graduate, Stonier School of Banking

·

M.B.M, Banking, Louisiana State University

PROPOSAL I – ELECTION OF DIRECTORS

ROBERT W. LAZAR, Independent Director

Age 72

 

Director since: 2005   Committees: Audit and Compensation   Other current public company directorships: None   Began Board service with Legacy Sterling

 

Career and Education Highlights:

 

·

Senior Advisor to TBC Accounting Firm (2011 to present)

·

President and CEO of the New York Business Development Corporation (1988 to 2005), Director Emeritus (2005 to present)

·

Chairman of the University of Albany School of Business Advisory Board (2006 to present)

·

Consultant to the Independent Bankers Association (2009 to 2011)

·

Serves as a Board member for several charitable organizations

·

Member, KPMG Audit Committee Institute

·

Certified Public Accountant

·

M.S., Accounting, University at Albany

·

B.S., Economics, The Sage Colleges

JOHN C. MILLMAN, Independent Director

Age 73

 

Director since: 1988   Committees: Enterprise Risk   Other current public company directorships: None   Began Board service with Legacy Sterling

 

Career and Education Highlights:

 

·

President of Legacy Sterling (1993 to 2013)

·

President and CEO of Legacy Sterling Bank (1987 to 2013). Served in a variety of other senior positions at Legacy Sterling Bank from 1976 to 1987

·

B.A., Tulane University

PROPOSAL I – ELECTION OF DIRECTORS

PROPOSAL I – ELECTION OF DIRECTORS

PROPOSAL I – ELECTION OF DIRECTORS

Director Independence

The Board has determined that each of the Company Directors, with the exceptions of Messrs. Cappelli, Kopnisky, Millman and Landy is “independent” as defined by the NYSE listing standards and the rules of the Securities and Exchange Commission (the “SEC”). We believe we comply with all applicable requirements of the SEC and NYSE relating to Director independence and the composition of the committees of our Board of Directors.

Legend for the below Company Director Guideline Criteria Table:

PROPOSAL I – ELECTION OF DIRECTORS

*         *         *

PROPOSAL II – NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION

PROPOSAL II — NON-BINDING VOTE TO APPROVE
EXECUTIVE COMPENSATION

In accordance with Section 14(a) of the Exchange Act, stockholders are being given the opportunity to vote on an advisory (non-binding) resolution to approve the Company’s executive compensation, as described below under “Compensation Discussion and Analysis,” the compensation tables and narrative discussions of NEO compensation in this Proxy Statement. Consistent with the voting results for this proposal at the 2011 Annual Meeting, the Board determined that an advisory vote to approve executive compensation would be conducted annually.

The Board recommends the approval of its executive compensation proposal. It believes the Company’s compensation programs are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of our stockholders by rewarding performance against established corporate financial goals, strong executive leadership and superior individual performance. An important component of management’s performance requirements is strong risk management oversight to ensure that compensation plans do not encourage management to take unnecessary or excessive risks that could threaten the value of the Company. By providing a combination of annual base salary, cash incentives, long-term equity compensation and competitive benefits, our goal is to attract, motivate and retain a qualified and talented team of executives who will help maximize the Company’s long-term financial performance, growth and profitability. The Company’s compensation program is designed to provide a significant portion of total compensation based on performance relative to short-term and long-term financial goals and to encourage executives to maintain significant stock ownership in the Company. The Compensation Committee regularly reviews the components of each NEO’s compensation package and generally targets 50% of the total compensation opportunity to be based on a combination of short-term and long-term performance. We accomplish these objectives through an integrated total compensation program.

This proposal, commonly referred to as a “Say-on-Pay” proposal, gives you, as a stockholder, the opportunity to endorse or not endorse the Company’s executive pay program through the following non-binding resolution:

“RESOLVED, that the compensation of Sterling Bancorp’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosures, is hereby approved.”

At the Company’s 2015 Annual Meeting of stockholders, ninety-six percent (96%) of the votes cast on the Say-on-Pay proposal were voted in favor of the Company’s executive compensation program. Given the significant level of support from the Company’s stockholders, the Compensation Committee and the Board believe that the Company is taking a measured, informed and responsible approach to executive compensation which incorporates all of the Company’s objectives and policies, including, but not limited to, a pay for performance culture that retains executives who perform strongly. The Board and Compensation Committee considered this substantial affirmation as one of many factors in crafting an executive compensation program that largely mirrors the stockholder approved approach.

This is an advisory vote only, and neither the Company nor the Board of Directors will be bound to take action based upon the outcome. The Board of Directors and the Compensation Committee will consider the vote of the stockholders when considering future executive compensation arrangements.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF
THE COMPANY’S EXECUTIVE COMPENSATION PROPOSAL.

*       *       *

PROPOSAL III – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL III — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of Sterling has approved the engagement of Crowe Horwath LLP (“Crowe Horwath”) to be Sterling’s independent registered public accounting firm for the fiscal year ending December 31, 2016. At the Annual Meeting, stockholders will consider and vote on the ratification of the engagement of Crowe Horwath for Sterling’s fiscal year ending December 31, 2016. A representative of Crowe Horwath is expected to participate in the Annual Meeting, to respond to appropriate questions and to make a statement if he or she so desires.

In order to ratify the selection of Crowe Horwath as the independent registered public accounting firm for the 2016 fiscal year, the proposal must receive the affirmative vote of at least a majority of the votes represented at the Annual Meeting, either in person or by proxy, in favor of such ratification.

Stockholder ratification of the selection of Crowe Horwath is not required by Sterling’s Bylaws or otherwise. However, the Board is submitting the selection of the independent registered public accountant to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection of Crowe Horwath, the Audit Committee will reconsider whether to retain that firm or not. Even if the selection is ratified, the Audit Committee may, at its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change is in the best interests of the Company and its stockholders.

Audit Fees

The aggregate fees billed to us by Crowe Horwath for professional services rendered by Crowe Horwath for the audit of our annual financial statements, review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by Crowe Horwath in connection with statutory and regulatory filings and engagements were $845,000, $465,000 and $735,000 during the fiscal year ended 2015, the Transition Period, and the fiscal year ended September 30, 2014, respectively.

Audit Related Fees

The aggregate fees billed to us by Crowe Horwath for assurance and related services rendered by Crowe Horwath that are reasonably related to the performance of the audit and review of the financial statements and services provided in connection with the HVB Merger, benefit plan audits, capital offerings and that are not already reported in “Audit Fees,” were $283,251, $-0- and $124,985 during the fiscal year ended 2015, the Transition Period and the fiscal year ended September 30, 2014, respectively.

Tax-Related Fees

The aggregate fees billed to us by Crowe Horwath for professional services rendered by Crowe Horwath for tax consultations and tax compliance were $190,289, $169,000 and $296,140 during the fiscal year ended 2015, the Transition Period and the fiscal year ended September 30, 2014, respectively.

All Other Fees

The aggregate fees billed to us by Crowe Horwath primarily for internal audit services with respect to regulatory compliance consulting were $177,000, $-0- and $71,505 during the fiscal year ended 2015, the Transition Period and the fiscal year ended September 30, 2014, respectively.

The Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by an independent registered public accounting firm, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended, which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee pre-approved 100% of the audit related fees and tax fees described above during the 2015 fiscal year, the Transition Period and the fiscal year ended September 30, 2014, respectively.

THE AUDIT COMMITTEE OF THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF CROWE HORWATH AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2016 FISCAL YEAR.

*       *       * 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding beneficial ownership of our common stock as of April 1, 2016, by:

The percentages shown in the following table are based on 130,548,989 shares of common stock outstanding as of April 1, 2016. Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with respect to shares. The number of shares beneficially owned by a person includes shares subject to options held by that person that were exercisable as of April 1, 2016, or within 60 days of that date. The shares issuable under those options are treated as if they were outstanding for computing the percentage ownership of the person holding those options, but are not treated as if they were outstanding for the purposes of computing the percentage ownership of any other person. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law.

The following table sets forth the number of shares of our common stock beneficially owned by the indicated parties. Unless otherwise indicated, the address of each person is c/o Sterling Bancorp, 400 Rella Boulevard, Montebello, New York 10901.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS

_____________________

* Denotes less than 1% owned.

CERTAIN INFORMATION ABOUT OUR EXECUTIVE OFFICERS

CERTAIN INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Qualifications and Business Experience

Executive Officers

The following provides certain business experience for the past five (5) years with respect to individuals who serve as our executive officers. Information concerning the business experience of Mr. Kopnisky, who serves as our CEO and President, is provided in “Proposal I – Election of Directors,” above. Mr. Finn and Mr. Blose joined the Company in connection with the HVB Merger and thus were each designated an “executive officer” during fiscal year 2015.

Luis Massiani currently serves as Senior Executive Vice President (since October 2014) and Chief Financial Officer of the Company and the Bank. Mr. Massiani was appointed as Executive Vice President and Chief Financial Officer at Legacy Provident NY Bancorp and Legacy Provident Bank effective December 2012. Mr. Massiani was most recently Director of the Investment Banking Department of Credit Suisse Securities (USA) LLC. Prior to joining Credit Suisse in May 2011, Mr. Massiani served first as Vice President, then later as a Director, of the investment banking department of Citadel Securities LLC, from September 2009. From August 2005 to September 2009, Mr. Massiani worked in the Financial Institutions Group of Citigroup Global Markets Inc., first as an Associate, and later as Vice President.

James R. Peoples currently serves as Senior Executive Vice President of the Company and the Bank (since October 2014) and Chief Banking Officer of the Bank (since September 2014). Mr. Peoples was appointed as Executive Vice President and Market President of Regional Banking of Legacy Provident Bank and Executive Vice President of Legacy Provident in November 2011. Mr. Peoples has over 40 years of experience in financial services and credit management. He served as President for KeyBank in the

CORPORATE GOVERNANCE AND RELATED MATTERS

Seattle Cascades District from 1999 through 2008, and Chairman, President and CEO of United Western Bank in Denver, Colorado from 2010 to 2011.

Rodney Whitwell currently serves as Senior Executive Vice President (since October 2014), Chief Operating Officer of the Company and the Bank. Mr. Whitwell also served as Chief Risk Officer of the Bank effective November 2013 through June 2015. Mr. Whitwell was appointed as Executive Vice President and named Chief Operating Officer of Legacy Provident Bank and Legacy Provident in November of 2011. Mr. Whitwell has over thirty (30) years of leadership experience in financial services. Mr. Whitwell was Principal at Mercatus LLC, a national financial services consulting and investing firm, from 2010 to 2011. From 2008 to 2010, he served as CEO at Union Federal Savings Bank, a subsidiary of The First Marblehead Corporation in Boston, Massachusetts, and from 2007 to 2008 he served as Senior Vice President of New Business Initiatives at The First Marblehead Corporation. He served as Director of Segment Management for Key Corporation in Cleveland, Ohio from 2004 to 2007.

Michael E. Finn currently serves as Executive Vice President, Chief Risk Officer of the Company and the Bank. Mr. Finn was appointed Executive Vice President, Chief Risk Officer of HV Bank in January 2014. From August 2011 to December 2013, Mr. Finn served as Senior Advisor to the Deputy Comptroller of the Office of the Comptroller of the Currency. From September 2004 to August 2011, Mr. Finn served as a Regional Director for the Office of Thrift Supervision.

James P. Blose currently serves as Executive Vice President, General Counsel and Chief Legal Officer of the Company and the Bank. Mr. Blose was appointed Executive Vice President, General Counsel & Secretary of HV Bank in October 2013. Prior to joining HV Bank, Mr. Blose served as a partner with the law firm of Griffin, Coogan, Blose, Sulzer & Horgan, P.C., located in Bronxville, New York, since December 2003.

Section 16(a) Beneficial Ownership Reporting Compliance

Our executive officers and Directors and beneficial owners of greater than 10% of the outstanding shares of common stock are required to file reports with the SEC disclosing beneficial ownership and changes in beneficial ownership of our common stock. SEC rules require disclosure if an executive officer, Director or 10% beneficial owner fails to file these reports on a timely basis. Based on the Company’s review of ownership reports required to be filed for the fiscal year 2015, no executive officer, Director or 10% beneficial owner of the Company’s shares of common stock failed to file ownership reports on a timely basis, except for the following: (i) a Form 4 for Mr. Bizenov reflecting one (1) transaction of acquired stock received by will or the laws of descent and distribution (Mr. Bizenov was a designated “executive officer” during fiscal year 2015 and, although still with the Company, is not currently designated an “executive officer” and thus does not otherwise appear in this Proxy Statement); and (ii) a Form 4 for Mr. Thompson reflecting one (1) transaction of a sale of common stock pursuant to a 10b5-1 plan.

CORPORATE GOVERNANCE AND RELATED MATTERS

Code of Ethics

Sterling has adopted a Code of Ethics that is designed to uphold the highest standards of ethics, professionalism, fairness, honesty and respect. The Code of Ethics is applicable to Sterling’s Directors and employees, including the Company’s principal executive officer, principal financial and accounting officer, chief risk officer and all officers performing similar functions. The Code of Ethics addresses conflicts of interest, the treatment of confidential information and compliance with applicable laws, rules and regulations. The Code of Ethics is available on the Company’s Internet website at www.sterlingbancorp.com under the heading “Governance Documents.” Amendments to and waivers of the Code, as applicable, are disclosed on the Company’s website.

Meetings and Committees of the Board

The business of the Board is conducted at regular and special meetings of the Board and its committees. In addition, the independent members of the Board meet in executive session periodically. The Chairman of the Nominating and Corporate Governance Committee presides over all executive sessions. During fiscal year 2015, the Board held nine (9) regular meetings. No member of the Board or any committee thereof attended less than 75% of the aggregate meetings of the Board and the committees of which he or she is a member.

CORPORATE GOVERNANCE AND RELATED MATTERS

Copies of Sterling’s Corporate Governance Guidelines, Code of Ethics and the charters of each standing committee adopted by the Board are available on the Company’s Internet website (www.sterlingbancorp.com) under the heading “Governance Documents.” During fiscal year 2015, our Board committees consisted of the committees described below.

Executive Committee. Prior to the HVB Merger, the Executive Committee consisted of Chairman Cappelli, who also served as Chairman of the Committee; President, CEO and Director Kopnisky; and Directors Abrams, Ferrer, Helmer and Steinberg. Following the effective date of the HVB Merger (June 30, 2015), on July 2, 2015 the Board resolved that the Executive Committee would consist of Chairman Cappelli, who also serves as Chairman of the Committee; President, CEO and Director Kopnisky; and Directors Abrams, Deutsch, Landy, O’Toole and Steinberg. The Executive Committee meets to review major matters that may be brought to the full Board. The Committee is empowered to act on behalf of the full Board of Directors, with certain limitations, in the event action is deemed necessary prior to a meeting of the full Board of Directors. The Executive Committee may also consider topics of importance to the organization that are not within the scope of other committees in order to provide a working forum in which to consider the matters. Matters reviewed by the Executive Committee are reported to the full Board at its next meeting. The Executive Committee met two (2) times during fiscal year 2015.

Nominating and Corporate Governance Committee. Prior to the HVB Merger, the Nominating and Corporate Governance Committee consisted of Directors Abrams, who served as Chairman, Helmer, Klein, and O’Toole. Following the effective date of the HVB Merger (June 30, 2015), on July 2, 2015 the Board resolved that the Nominating and Corporate Governance Committee would consist of Directors Abrams, who serves as Chairman, Cahill, Helmer and Kahn. All Committee members are independent. The Nominating and Corporate Governance Committee met five (5) times during fiscal year 2015, which includes one (1) joint meeting with the Compensation Committee.

The Nominating and Corporate Governance Committee’s responsibilities include the periodic review of the size, structure and composition of the Board and making recommendations for change, when appropriate, establishing procedures for evaluating the Board of Directors, reviewing Board policies, reviewing and evaluating Board compensation and recommending changes thereto, reviewing Sterling’s Certificate of Incorporation and Bylaws, reviewing and approving related-party transactions, reviewing the Company’s Insider Trading Policy and establishing and recommending to the Board the stock ownership guidelines for Directors and management.

The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board willing to continue in service.

Current members of the Board with skills and experience that are relevant to Sterling’s business and who are willing to continue Board service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective through new Board members. If there were a vacancy on the Board because any member of the Board does not wish to continue in service, or if it is decided not to re-nominate a Director for re-election, the Nominating and Corporate Governance Committee would determine the desired skills and experience of a new nominee, solicit suggestions for Director candidates from all Board members, and may engage in other search activities (which activities may be conducted through a sub-committee). Criteria identified by the Board from time to time include factors relative to the overall composition of the Board and such other factors as the Nominating and Corporate Governance Committee deem appropriate, such as a potential candidate’s business experience, specific areas of expertise, skills, background and independence consistent with the Company’s Corporate Governance Guidelines and applicable New York Stock Exchange rules. When identifying nominees to serve as a Director, the Nominating and Corporate Governance Committee seeks to create a Board that is strong in its collective knowledge and has a diversity of background, skills and experience with respect to accounting and finance, information technology, management

CORPORATE GOVERNANCE AND RELATED MATTERS

and leadership, vision and strategy, business operations, business judgment, industry knowledge, knowledge of the community served, experience in identifying and solving for risks associated with financial institutions and corporate governance.

Candidates should possess certain attributes, including integrity and a devotion to ethical behavior, a primary interest in the well-being of Sterling, a capacity for independent judgment, good business acumen, the capacity to protect confidential information, an ability to work as a member of a team and a willingness to evaluate other opinions or points of view. In addition to examining a candidate’s qualifications in light of the above attributes, the Nominating and Corporate Governance Committee would consider the following: the overall character of the candidate and any existing or potential conflict of interest; the candidate’s willingness to serve and ability to devote the time and effort required; the candidate’s record of leadership; and the ability to develop business for Sterling.

As previously reported, effective immediately prior to the consummation of the HVB Merger, James B. Klein resigned as a member of the Board of Directors of the Company and the Bank. The Agreement and Plan of Merger with HVB (the “Merger Agreement”), provides that, effective as of June 30, 2015, the Company would appoint four (4) members of the Board of Directors of Legacy HVB, as designated by the Company, to the Boards of Directors of the Company and the Bank. In connection with this provision, the Company’s Board increased the size of the Board to sixteen (16) members, effective upon consummation of the HVB Merger (June 30, 2015), and elected John P. Cahill, James J. Landy, Craig S. Thompson and William E. Whiston, each of whom were members of the Board of Directors of Legacy HVB immediately prior to the HVB Merger.

The Nominating and Corporate Governance Committee may consider qualified candidates for Director suggested by our stockholders. Stockholders can suggest qualified candidates for Director by writing to our Corporate Secretary at 400 Rella Boulevard, Montebello, New York 10901. The Corporate Secretary must receive a submission not less than ninety (90) days prior to the anniversary date of the mailing of our proxy materials for the preceding year’s Annual Meeting. The submission must include the following:

Submissions that are received and that satisfy the above requirements are forwarded to the Chairman of the Nominating and Corporate Governance Committee for further review and consideration. A nomination submitted by a stockholder for presentation by the stockholder at an Annual Meeting of stockholders must comply with the procedural and informational requirements described in “Advance Notice of Business to be conducted at an Annual Meeting,” below.

Audit Committee. Prior to the HVB Merger, the Audit Committee consisted of Directors Steinberg, who served as Chairman, Djonovic, Ferrer and Lazar. Following the effective date of the HVB Merger (June 30, 2015), on July 2, 2015 the Board resolved that the Audit Committee would consist of Directors Steinberg, who serves as Chairman, Djonovic, Ferrer, Lazar and Thompson. The Board of Directors has determined that each member is financially literate and has determined that Director Steinberg

CORPORATE GOVERNANCE AND RELATED MATTERS

qualifies as an “audit committee financial expert” as defined under SEC rules and regulations by virtue of his background and experience. Director Steinberg also qualifies as a financial expert in accordance with the listing standards of the NYSE applicable to Audit Committee members. Each member of the Audit Committee is “independent” as defined by Rule 10A-3 of the Exchange Act and in accordance with the listing standards of the NYSE.

As more fully described in the Audit Committee Charter, the Audit Committee is responsible for overseeing our accounting and financial reporting processes, including the quarterly review and the annual audit of our consolidated financial statements by the independent registered public accounting firm, internal controls and financial risk management. In addition, the Audit Committee meets with our internal Chief Auditor to review the results of audits of specific areas on a quarterly basis. The Audit Committee met eleven (11) times during fiscal year 2015.

Compensation Committee. Prior to the HVB Merger, the Compensation Committee consisted of Directors Helmer, who served as Chairman, Abrams, Lazar and Steinberg, each of whom is independent. Following the effective date of the HVB Merger (June 30, 2015), on July 2, 2015 the Board resolved that the Compensation Committee would consist of Directors O’Toole, who serves as Chairman, Cahill, Lazar, Steinberg and Thompson, each of whom is independent. The Compensation Committee is responsible for determining the salaries of the President and CEO and all executive officers, as well as for succession planning and approving new appointments to the Executive staff. The Compensation Committee also determines annual cash incentive payments to the President and CEO and other executive officers in accordance with the terms of the STI Plan (as defined herein). Determinations with respect to grants under stock benefit plans are made by the Compensation Committee, excluding any Director who is not considered “disinterested” for purposes of Section 162(m) of the Internal Revenue Code. The Compensation Committee met six (6) times during fiscal year 2015.

Enterprise Risk Committee. Prior to the HVB Merger, the Enterprise Risk Committee consisted of Directors Ferrer, who served as Chairman, Cappelli, Deutsch, Kahn, Kopnisky and Millman. Following the effective date of the HVB Merger (June 30, 2015), on July 2, 2015 the Board resolved that the Enterprise Risk Committee would consist of Directors Deutsch, who serves as Chairman, Cappelli, Ferrer, Kopnisky, Millman and Whiston. The Enterprise Risk Committee’s responsibilities include overseeing all aspects of enterprise risk management. The Committee assists the Board of Directors and oversees the efforts of Company management in formulating strategies, policies and procedures with respect to the identification, measurement, management and control of all categories of risk. The Enterprise Risk Committee met four (4) times during fiscal year 2015.

Credit Risk Subcommittee. The Enterprise Risk Committee has a Credit Risk Subcommittee that oversees the Bank’s lending activities including, but not limited to, (i) overseeing the efforts of Bank management to maintain appropriate risk/reward metrics within the loan portfolio, (ii) reviewing with management trends in loan portfolio performance, and (iii) reviewing certain audits and regulatory examinations with respect to the Bank’s loan portfolio. Prior to the HVB Merger, the Credit Risk Subcommittee consisted of Directors Deutsch, who served as Chairman, Cappelli, Kopnisky and Millman. Following the effective date of the HVB Merger (June 30, 2015), on July 2, 2015 the Board resolved that the Credit Risk Subcommittee would consist of Directors Ferrer, who serves as Chairman, Cappelli, Deutsch, Kopnisky and Millman. The Credit Risk Subcommittee met seven (7) times during fiscal year 2015.

CORPORATE GOVERNANCE AND RELATED MATTERS

Audit Committee Report

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management bears primary responsibility for the financial statements and the reporting process, including the system of internal controls and disclosure controls. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited consolidated financial statements with United States generally accepted accounting principles.

As part of its ongoing activities, the Audit Committee has:

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 29, 2016.

This report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Sterling specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

This report has been provided by the Audit Committee:

Burt Steinberg, Chairman

Navy E. Djonovic

Fernando Ferrer

Robert W. Lazar

Craig Thompson

Communications with the Board

All interested parties who wish to contact our Board or an individual Director may do so by writing to: Board of Directors, Sterling Bancorp, 400 Rella Boulevard, Montebello, New York 10901, Attention: CEO or Corporate Secretary. Interested parties who wish to communicate directly with the presiding Director of Board executive sessions or with the Company’s non-management Directors as a group may do so by writing to the address directly listed above, but by addressing such communication to the Chairman of the Nominating and Corporate Governance Committee. The letter should indicate if the author is a stockholder of Sterling, and, if shares are not held of record, should include appropriate evidence of stock ownership. Communications are reviewed by the Corporate Secretary and are then distributed to the Board or the individual Director, as appropriate, depending on the facts and circumstances outlined in the communications received. The President and CEO, however, may directly respond at his discretion. If

CORPORATE GOVERNANCE AND RELATED MATTERS

appropriate, the Corporate Secretary may (1) handle an inquiry directly, or (2) forward a communication for response by another employee of Sterling. A copy of any such communication and response is forwarded to the Board at the next available Board meeting. The Corporate Secretary has the authority not to forward a communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

Board Leadership Structure and the Board’s Role in Risk Oversight

The Board has reviewed the current Board leadership structure of the Company, the Bank and all affiliates, which consists of a separate Chairman of the Board and a President/CEO. The Chairman of the Board performs all duties and has all powers which are commonly incident to the office of Chairman of the Board or which are delegated to him by the Board of Directors, including presiding at all meetings of the stockholders and all meetings of the Board of Directors. The President and CEO has responsibility for the management and control of the business and affairs of the Company and has general supervision of all of the officers (other than the Chairman of the Board), employees and agents of the Company. The Board believes that separating the roles enhances both the independence of the Board and its effectiveness in discharging its responsibilities and that this procedure is currently the most appropriate Board leadership structure for the Company.

The Board has established an Enterprise Risk Committee whose responsibilities include overseeing all aspects of the enterprise-wide risk management and meets at least on a quarterly basis. The Enterprise Risk Committee consists of Directors Deutsch, who serves as Chairman, Cappelli, Ferrer, Kopnisky, Millman and Whiston. The Committee’s main responsibilities include providing specific oversight of the Company’s enterprise-wide risk management functions and reporting to the Board on its activities. The Committee oversees the efforts of Company management in formulating strategies, policies and procedures with respect to the identification, measurement, management and control of all categories of risk, including (a) credit risk, (b) market and capital risk, including interest rate risk and liquidity and funding risk, (c) operational risk, including information technology and information security risk, (d) strategic business risk including business planning, human resources, legal and compliance, BSA/AML and financial reporting, and (e) reputation risk. In such capacity, the Committee is responsible for, among other things, overseeing the efforts of management in (i) fostering the establishment and maintenance of an effective risk management culture, (ii) assisting the Board in establishing prudent levels of risk consistent with the Company’s strategic objectives and in promulgating appropriate corresponding reporting and escalation guidelines, (iii) assessing and monitoring the effectiveness of the Company’s risk management leadership and infrastructure, (iv) monitoring trends within each category of risk, including those identified above, and also any interrelationship among multiple risks, (v) considering risk associated with any major new Company initiatives, (vi) assessing the Bank’s capital management and allocation, and (vii) facilitating the education of the full Board as necessary with respect to any pertinent risk topics. In conjunction with the Enterprise Risk Committee, on a quarterly basis, the Chief Risk Officer presents a consolidated Risk Assessment Report to the Board covering credit risk, market and capital risk, operational and IT controls, information security, and strategic risks.

The Audit Committee also plays a role in risk oversight. The Audit Committee has oversight responsibility with respect to the integrity of the Company’s financial reporting process and systems of internal controls regarding finance and accounting, as well as its financial statements.

Attendance at Annual Meetings of Stockholders

Sterling does not have a policy regarding Director attendance at Annual Meetings of stockholders. All of our Directors at the time of the meeting attended either in person or by phone the prior fiscal year’s Annual Meeting of stockholders.

COMPENSATION DISCUSSION & ANALYSIS

COMPENSATION DISCUSSION & ANALYSIS

Executive Summary

Our Strategic Accomplishments

We continued to make strong progress in fiscal year 2015 in expanding Sterling’s presence in the greater New York metropolitan region and placing increased emphasis on our commercial banking activities.

As a result of our recent merger activity and our continued strong organic growth, Sterling is a larger, more profitable and more diversified company. As of December 31, 2015, total assets were $12.0 billion and total loans were $7.9 billion, which represented growth of $4.5 billion and $3.0 billion, respectively, over December 31, 2014. For the twelve (12) months ended December 31, 2015, reported GAAP net income was $66.1 million and diluted earnings per share were $0.60. These operating results included merger-related and restructuring charges incurred in connection with the HVB Merger of $46.1 million.

On February 11, 2015, we issued and sold to institutional investors 6,900,000 shares of our common stock, par value $0.01 per share, which included 900,000 shares sold upon the exercise of the option to purchase additional shares granted to the underwriters, at a public offering price of $13.00 per share. The Company received proceeds net of underwriting discounts, commissions and expenses of $85.1 million. The net proceeds were used for general corporate purposes and the funding of acquisitions of specialty commercial lending and other businesses, including the acquisition of Damian Services Corporation, a payroll finance services provider, and a portfolio of factoring assets acquired from FCC, LLC, a subsidiary of First Capital Holdings, Inc.

On June 30, 2015, Sterling completed its acquisition of Hudson Valley Holding Corp (the “HVB Merger”). Immediately following the HVB Merger, Sterling became an institution with approximately $11.6 billion in assets, $7.3 billion in gross loans and over $8.8 billion in deposits. The HVB Merger has allowed us to continue to accelerate loan growth, increase our ability to gather low cost core deposits and generate substantial cost savings and revenue enhancement opportunities.

In addition to delivering strong financial results, the Company also made significant progress on its key strategic initiatives outlined for fiscal year 2015. These included the merger and integration of Legacy HVB, termination and settlement of its defined benefit pension plan, accelerating organic growth through the recruitment of new commercial teams and continued consolidation of financial centers and consumer businesses. As a result of these strategic initiatives, the Company incurred significant costs that were not contemplated in the original business plan for 2015.

Highlights of Fiscal Year 2015 Compensation Program and Actions

The Company’s executive compensation program is designed to align total compensation with performance while enabling us to attract, motivate and retain high quality executive management. The Compensation Committee regularly reviews the Company’s compensation programs to ensure they are consistent with safe and sound business practices, regulatory requirements, emerging industry trends and stockholder interests.

At our 2015 Annual Meeting of Stockholders, the Sterling Bancorp 2015 Omnibus Equity and Incentive Plan (the “2015 Omnibus Plan”) was proposed to, and approved by, the Company’s stockholders of record as of April 1, 2015. The purpose of the 2015 Omnibus Plan is to promote the growth and profitability of the Company by providing certain directors and employees of the Company, the Bank, and their subsidiaries with long-term incentives. Long-term incentives are designed to drive corporate objectives, attract and retain individuals of outstanding competence and reward participants for positive performance of the common stock of the Company. The 2015 Omnibus Plan became effective on the date of approval, May 28, 2015.

Our compensation program continues to focus on performance-based pay that reflects our achievements on an annual basis and our ability to deliver long-term value to our stockholders. We have a balanced approach to total compensation that includes a mix

COMPENSATION DISCUSSION & ANALYSIS

of base/fixed pay and variable/performance-based pay, cash and equity and short- and long-term incentive compensation. For the fiscal year 2015, our compensation targets and pay mix were the following:

Fiscal Year Ended December 31, 2015

	Performance-Based:	64%		Performance-Based:	50%
	Linked to Share Value:	37%		Linked to Share Value:	25%

Governance Highlights

The Compensation Committee continued to maintain the following compensation best practices:

Effect of 2015 Say on Pay Vote

At the Company’s 2015 Annual Meeting, stockholders cast an advisory vote regarding the Company’s executive compensation (“Say on Pay” proposal). Ninety-six percent (96%) of the votes cast on the Say on Pay proposal were voted in favor of the Company’s executive compensation program. Given this significant level of support from the Company’s stockholders, the Compensation Committee and the Board believe that the Company is taking a measured, informed and responsible approach to executive compensation which incorporates all of the Company’s objectives and policies set forth above including, but not limited to, a pay for performance culture that retains executives who perform strongly. The Board and the Compensation Committee considered this substantial affirmation as one of many factors in crafting an executive compensation program that largely mirrors the stockholder approved approach and will continue to seek stockholder feedback on our compensation programs.

Role of the Compensation Committee

The Compensation Committee consists of no fewer than three (3) members of the Board, each of whom is independent. The Chair of the Compensation Committee reports on material committee actions at Board meetings.

COMPENSATION DISCUSSION & ANALYSIS

The Compensation Committee reviews all elements of compensation for the Company’s President and CEO, CFO and the three (3) other most highly compensated executive officers (collectively, the “Named Executive Officers” or “NEOs”). Elements of compensation are reviewed individually and in the aggregate, including a review of base salary, annual cash incentives, total cash compensation, long-term incentives and/or equity awards, total direct compensation, benefits and perquisites. In addition, the Compensation Committee reviews the interplay between pay and performance and considers all elements in the aggregate as part of an executive’s total compensation package. The Compensation Committee reviews its philosophy and executive compensation practices annually.

The Compensation Committee’s major duties and responsibilities are the following:

The Compensation Committee has the authority to delegate any of its responsibilities to one or more subcommittees consisting of one or more of its members, as the Committee deems appropriate in its sole discretion.

Role of Management

Although the Compensation Committee makes independent determinations on all matters related to compensation of the NEOs, certain members of management are requested to attend meetings and/or provide input to the Compensation Committee. Input may be sought from the CEO, Chief Human Capital Officer (“CHCO”), CFO, Chief Risk Officer or others to ensure the Compensation Committee has the information and perspective it requires to carry out its duties.

In particular, the Compensation Committee will seek input from the CEO on matters relating to strategic objectives, Company performance goals and an annual business plan. In addition, the CEO provides to the Compensation Committee a self-assessment of his annual performance, as well as summaries of executive officer performance and recommendations relating to executive officer compensation, for its review at the end of each fiscal year. The CEO is not present when the Compensation Committee discusses his performance and compensation.

The CHCO assists the Compensation Committee on the design, administration and operation of the Company’s compensation programs. The CHCO may be requested, on the Compensation Committee’s behalf, to work with the Compensation Committee’s independent consultant to develop proposals for the Compensation Committee’s consideration. The Compensation Committee also receives regular updates from the Company’s Chief Risk Officer and CFO throughout the year as appropriate.

Although executives provide insight, suggestions and recommendations regarding executive compensation, only Compensation Committee members vote on decisions regarding executive compensation. The Committee regularly meets in executive session without management.

Role of the Compensation Consultant

The Compensation Committee has the authority to retain a compensation consultant to advise on executive compensation matters. The Compensation Committee also has access to outside legal counsel and other experts as needed. The compensation consultant and other experts serve at the request of the Compensation Committee, which has the power and authority to retain such experts and approve fees and retention terms.

COMPENSATION DISCUSSION & ANALYSIS

The Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) in 2015 to serve as independent compensation consultant and to perform the following tasks, among others: conduct a review of the competitiveness and effectiveness of the Company’s executive compensation program relative to market practice, assist in the design of equity-based performance awards and assist with fiscal year end decisions providing ongoing advice and counsel as requested. Meridian also conducted a review of the competitiveness of the Company’s director compensation program, which was presented to the Nominating and Corporate Governance Committee. Meridian reported directly to the Compensation Committee and did not perform any other services for the Company. In the event that the Company desires to seek Meridian’s expertise for assistance with other issues not directly related to executive compensation, the Compensation Committee would first approve such activities.

In retaining Meridian, the Compensation Committee determined that, based on the information presented to it, Meridian was independent and that its engagement did not present any conflicts of interest. In making this determination, the Compensation Committee noted that (a) Meridian provided no other services to the Company other than compensation consulting; (b) no personal or business relationships exist between Meridian and members of the Board or executive officers; (c) Meridian and its consultants do not directly own any shares of the Company’s stock; and (d) Meridian maintains a written policy designed to avoid conflicts of interest that may arise. Meridian also determined that it was independent from the executive officers and confirmed this in a written statement delivered to the Chair of the Compensation Committee. Further, the Compensation Committee noted that Meridian had performed similar services for Legacy HVB prior to the HVB Merger. Based on the above, the Compensation Committee reviewed and concluded that Meridian’s services comply with the standards adopted by the SEC and NYSE regarding compensation advisor independence and conflicts of interest. The Compensation Committee will continue to monitor compliance with these requirements on an ongoing basis.

Executive Compensation Philosophy

Our executive compensation program is intended to align the interests of our executive officers with stockholders by rewarding performance against pre-established corporate financial goals, strong executive leadership and superior individual performance. By providing annual cash incentives, long-term equity compensation and conservative but competitive benefits, our goal is to attract, motivate and retain a qualified and talented team of executives who will help maximize the Company’s long-term financial performance, growth and profitability.

The Company’s compensation program is designed to provide a significant portion of total compensation based on performance relative to short-term and long-term financial goals and to encourage executives to maintain significant stock ownership in the Company. The Compensation Committee reviews at least annually the components of each NEO’s compensation package and targets at least 50% of the total compensation opportunity to be based on a combination of short-term and long-term performance. We accomplish these objectives through an integrated total compensation program.

The Compensation Committee regularly assesses the components of the executive compensation program with advice from its independent compensation consultant. Periodically, the independent consultant will conduct a benchmarking study utilizing a peer group of banks of similar asset size as well as a number of industry survey sources. The purpose of this assessment is to provide market perspective to the Compensation Committee as it sets base salaries and incentive opportunities for the next year. The Compensation Committee believes that ongoing monitoring of the Company’s programs and pay decisions, as well as that of its industry and peers, enables it to assess the effectiveness of pay decisions and ensure the executive compensation program meets desired objectives. In the fall of 2014 and 2015, the Compensation Committee requested benchmarking analyses from Meridian to provide a comprehensive view of executive compensation. The benchmarking analyses in both cases found that the overall target total compensation was at or below market for most NEOs, considering the Company’s increased size and new peer group post-Provident Merger in 2014 and post-HVB Merger in 2015.

The following peer group was used for 2014 and 2015 compensation decisions. The peer group was originally developed in 2013 following the Provident Merger to reflect banks and thrifts of similar asset size in the northeast region. The peer group included the following financial institutions with median asset size similar to the Company’s post Provident Merger size:

COMPENSATION DISCUSSION & ANALYSIS

Following the HVB Merger, the Compensation Committee again engaged Meridian to conduct a competitive review of executive compensation for the combined entity and the reorganized executive team. Meridian updated the peer group in order to reflect the Company’s continued growth and its post HVB Merger asset size. The following peer group was used in determining the equity-based performance grants awarded to Mr. Kopnisky and Mr. Massiani in December 2015. This peer group was and will be used for fiscal 2016 executive and Director compensation decisions. This new peer group reflects banks of similar asset size in an expanded geographic region.

Our total compensation program includes the following components:

COMPENSATION DISCUSSION & ANALYSIS

Executive Compensation Program Elements

Consistent with past years, the Company’s total compensation program for fiscal year 2015 consisted of four (4) main components: base salary, annual cash incentive compensation, long-term incentives/equity compensation and benefits. Due to the change in the fiscal year-end, long-term incentives were awarded during the transition period in October 2014.

Base Salary

2015 Decisions. The Compensation Committee did not recommend any changes to base salary for Messrs. Kopnisky, Massiani, Peoples or Whitwell for 2015. Mr. Finn, who joined the Company effective June 30, 2015 following the HVB Merger, was an NEO in 2015 for the first time with the Company. The 2015 base salary of Mr. Finn was established as part of the HVB Merger transaction to reflect his role in the Company post-merger consistent with the Compensation Committee’s review of market data and performance assessments of similarly-situated executives at peer companies.

Annual Cash Incentive Compensation

An important element of our performance-based pay program is our Executive Officer Short-Term Incentive Plan (the “STI Plan”), which includes the participation of officers with the title of Senior Vice President and above. In February 2016, the Compensation Committee awarded annual cash incentive compensation to the Company’s NEOs pursuant to the Company’s STI Plan based on certain performance goals following the completion of the twelve (12)-month performance period ended December 31, 2015.

Performance Measures

Under the 2015 Omnibus Plan, performance measures are established by the Compensation Committee on an annual basis and are tied specifically to the Company’s financial performance. In determining the NEOs’ awards, the Compensation Committee considered a combination of corporate (earnings per share, return on average assets and the 2015 strategic plan), business unit and individual performance factors. These factors included a review of the Company’s overall performance relative to its strategic plan, the individual achievement of each NEO relative to annual goals, and the NEO’s overall contribution to the Company. The weights of these factors are summarized in the following table:

COMPENSATION DISCUSSION & ANALYSIS

Each executive, except for our CEO, had business unit performance objectives specific to his or her role. For example, market presidents may have specific loan and deposit target goals; operational manager performance is measured mainly through efficiency and productivity metrics. Individual performance objectives focused on the contribution of the NEO to the successful execution of the Company’s strategic plan in 2015.

The table below outlines the corporate metrics, targets and relative weightings established by the Compensation Committee for the NEOs for the year ended December 31, 2015:

Performance was assessed after the end of the performance period against the performance objectives. Cash incentive payments based on the Company’s financial performance were made only if one or more financial metrics met or exceeded the thresholds established by the Compensation Committee.

Target Annual Incentive Opportunities

The STI Plan is cash-based and a target incentive opportunity (defined as a percentage of base salary) established by the Compensation Committee for each position based on role, responsibilities and market practice. Potential awards range from 50% of target for threshold performance to a cap of 150% of target for stretch performance. The 2015 annual incentive targets and ranges were the following:

For each NEO, the target incentive value was based on base salary earnings for fiscal year 2015 as follows:

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COMPENSATION DISCUSSION & ANALYSIS

2015 STI Plan Payouts

Corporate Performance Assessment

At the end of the year, the Compensation Committee determined a payout percentage based on the Company’s financial performance, combined with an assessment of individual and business unit performance of the NEO. Based on how the Company performed against both earnings per share, as adjusted (“EPS”) and its goals for return on average tangible assets, as adjusted (“ROTA”), in addition to taking into consideration the Committee’s discretionary assessment of the execution of the 2015 strategic plan, the Compensation Committee scored the Corporate Component at 125% of target for Messrs. Kopnisky, Peoples and Whitwell and at 150% of target for Mr. Massiani. (See attached Annex A to this proxy statement for a description of the GAAP reconciliation).

Final STI Plan Payouts—2015

In addition to the Corporate Component outlined above, the Compensation Committee also took into consideration the discretionary aspect of each executive’s execution of the Company’s 2015 strategic plan, from each of a corporate, business and individual perspective.

In assessing the Company’s 2015 strategic plan accomplishments generally, the Compensation Committee considered, among other factors, the following:

Mr. Kopnisky, our Chief Executive Officer, is evaluated by the Compensation Committee from a discretionary aspect based upon the overall performance of the Company, including its accomplishment of strategic plans as outlined above, shareholder return and certain core financial results of the Company for 2015.

For our executive officers other than our CEO, the Compensation Committee reviews each executive’s performance relative to corporate, business and individual considerations. Below are the primary factors considered by the Committee when determining payouts for each executive:

COMPENSATION DISCUSSION & ANALYSIS

Based on both the above performance measures and the discretionary aspect, the 2015 cash incentive payments were awarded as follows relative to the 2015 target value:

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Equity Compensation/Long-Term Incentives

Another key element of executive compensation is the Company’s long-term incentive plan, which provides equity based compensation that supports our goals to provide performance-based compensation that is aligned with our stockholders’ interests and serves as a long-term retention tool for high performing executives. Shares granted as part of the long-term incentive plan are issued from the 2015 Omnibus Plan.

Fiscal 2015 Target Long-Term Incentive Opportunities

As previously disclosed, on January 29, 2015, our Board of Directors adopted a change in our fiscal year end from September 30 to December 31. As discussed in last year’s proxy statement, our fiscal 2014 long-term incentive awards were made in October 2013 and our fiscal 2015 long-term incentive awards were made in October 2014. As a result, the Company did not issue any additional regular annual long-term incentive awards in fiscal 2015. The Company made another regular annual long-term incentive award in the first quarter of 2016 as discussed below in the section “Executive Compensation for 2016.”

During fiscal 2015, the Compensation Committee approved certain one-time equity awards to our CEO, CFO and CRO. In January 2015, the CEO received a one-time grant of restricted stock in recognition of the Bank’s strong performance in 2014, including, but not limited to, the successful integration following the Provident Merger. This award vests in three equal annual installments beginning on the first anniversary of the grant date.

A retention equity award was granted to our CRO, in connection with Mr. Finn’s retention letter agreement, which became effective June 30, 2015 in connection with the HVB Merger. Following the effective date, Mr. Finn was granted this retention equity award, which will vest in equal installments on each of the first three (3) anniversaries of the effective date of the HVB Merger.

Effective December 8, 2015, the Compensation Committee granted the CEO and CFO one-time special performance-vested awards in order to meet several goals: 1) recognize executives’ outstanding performance and contributions to the Company’s recent growth, success and shareholder value, 2) reward future stockholder value and 3) serve as a retention tool and in consideration for the executive entering into a new employment agreement. Each grant has three (3) performance goals (with each applying to one-third (1/3) of the total number of shares granted) based upon predetermined percentages of total stockholder return. The performance period

COMPENSATION DISCUSSION & ANALYSIS

started on the date of grant and will end on December 31, 2018. If a performance goal is achieved at any time during the performance period, the shares related to such performance goal will be settled in shares of restricted stock, which will subsequently vest at the end of the award term, December 31, 2018, if the executive satisfies the service requirement.

The 2015 equity grants are summarized below. For more information on the assumptions used in determining the fair value of these awards, refer to the “Grants of Plan-Based Awards in Fiscal Year 2015” table included herein on page 41.

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Fiscal 2016 Target Long-Term Incentive Opportunities

Effective 2016, the Company returned to its annual long-term incentive program, which targets 60% of an award in performance shares while 40% of an award consists of time-vested stock. Performance shares were granted in February 2016 and vest based on relative 3-year ROTA and 3-year EPS Growth compared to the KBW Regional Bank Index.  In addition, in order to be eligible to earn an award, two (2) performance hurdles much be achieved (EPS must be a minimum of $1.00 per share and ROTA must be a minimum of one hundred (100) basis points at the end of the performance period). Restricted stock vests ratably over a three (3)-year period and is granted on a holistic basis to consider Company and individual performance.  Both awards have an additional one (1)-year hold period upon vesting. 

The Compensation Committee believes the long-term incentive program reinforces our strong focus on pay for performance and aligns our executives with shareholder interests. 

Benefits

The Company sponsors a variety of benefit plans for all employees. These benefits include a 401(k) Plan (“401(k) Plan,” which refers collectively to the Provident 401(k) and Profit Sharing Plan and the Sterling Bancorp/Sterling National Bank 401(k) Plan, that merged effective January 1, 2015), the Sterling Bancorp/Sterling National Bank Employees’ Retirement Plan (into which the Provident Bank Defined Benefit Pension Plan (the “Provident Pension Plan”) merged effective May 31, 2014) (the “Defined Benefit Plan”), life insurance, and health and other welfare benefits.

COMPENSATION DISCUSSION & ANALYSIS

The Company also provides certain executive benefits and perquisites that are designed to provide benefits to executives to address tax code limitations. The Company’s policy on benefits has been to provide benefits consistent with market practice.

Benefits and perquisites provided for executives include:

Other Matters

Impact of Accounting and Tax on the Form of Compensation

The Compensation Committee takes into account the various tax and accounting implications of compensation and benefit vehicles utilized by the Company.

Adjustment or Recovery of Awards

Under Section 304 of the Sarbanes-Oxley Act of 2002, if the Company is required to restate its financial statements due to material non-compliance with any financial reporting requirements based upon a judicial determination of misconduct, the CEO and the CFO must reimburse the Company for:

The Company also maintains a clawback policy which provides that in the event that the Company is required to prepare an accounting restatement, each executive officer shall reimburse the Company for part or the entire incentive award made to such executive officer on the basis of having met or exceeded specific targets for performance periods.  For purposes of this policy, (i) the term “incentive awards” means awards under the Company’s 2015 Omnibus Plan and equity awards, the amount of which is determined in whole or in part upon specific performance targets relating to the financial results of the Company; and (ii) the term

COMPENSATION DISCUSSION & ANALYSIS

“executive officer” means any individual who is a current or former officer of the Bank within the meaning of Section 16(a) of the Exchange Act and Rule 16a-1(f). The Company may seek to reclaim incentive awards within a three (3)-year period of the incentive payout. 

Consideration of Prior Amounts Realized

In furtherance of the Company’s strategy of emphasizing rewards for future superior performance, prior compensation outcomes, including stock compensation gains, are generally not considered in setting future compensation levels.

Stock Ownership Guidelines

The Nominating and Corporate Governance Committee (the “N&CG Committee”) has concluded that NEOs and Board members should own a significant amount of the Company’s stock. Any person nominated, appointed or elected to the Board, in order to qualify as such, must own and thereafter continue to hold at least 500 shares of the Company’s common stock from the time of first appointment or election to the Board. Specific guidelines are:

The period to achieve compliance is five (5) years from the later of (1) the day of first appointment to the Board or NEO position or (2) the day of adoption of these guidelines, which was December 20, 2011, as amended on December 19, 2013, unless approved by the N&CG Committee. The N&CG Committee monitors ownership levels and compliance on an annual basis. Below is a summary of shares that qualify for the ownership requirements described above (unexercised stock options are excluded):

NEOs and Board members are expected to hold 75% of any net shares received through compensatory equity based grants until the ownership guidelines are achieved. Once an NEO or Board member achieves the ownership requirement, he/she is no longer restricted by this holding requirement; provided his/her total stock ownership level does not fall below the ownership guidelines. As of April 1, 2016, each of our NEOs and Board members met the applicable stock ownership guidelines.

Anti-Hedging and Pledging Restriction Policy

COMPENSATION DISCUSSION & ANALYSIS

Employment Arrangements

The Company and the Bank have entered into employment arrangements with all NEOs. On December 8, 2015, the Company entered into amended and restated employment agreements with both Mr. Kopnisky and Mr. Massiani. In connection with the HVB Merger, the Company and the Bank entered into a new retention letter agreement in 2014, effective as of June 30, 2015, with Mr. Finn. As a result of the Provident Merger, the Company entered into a new employment agreement with James Peoples, effective November 1, 2013. Rodney Whitwell, already employed by the Company since 2011, entered into a new employment agreement with the Company as of November 1, 2013, as well. Such employment arrangements do not contain evergreen provisions nor Code Section 280G and 4999 golden parachute tax gross-up provisions. Additionally, we do not provide for the acceleration of vesting of stock options or restricted shares as a single trigger provision for potential payments upon a change in control. For a discussion of employment terms, see “Employment-Related Agreements and Potential Payments Upon Termination or Change in Control.”

Compensation Committee Report

The Compensation Committee evaluates and establishes compensation for executive officers, including the NEOs. Although management has the primary responsibility for the Company’s financial statements and reporting process, including the disclosure of the CD&A, the Compensation Committee has reviewed and discussed the CD&A with management and is satisfied it represents the philosophy, intent, and actions of the Compensation Committee with regard to executive compensation. Based on this review and discussion with management, we recommend to the Board that the CD&A be included in this Proxy Statement for filing with the SEC.

Richard O’Toole, Committee Chair

John Cahill

Robert Lazar

Burt Steinberg

Craig Thompson

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or has been during the last completed fiscal year, one of our officers or employees or an officer or employee of any of our subsidiaries. During fiscal year 2015, none of our executive officers served on the Compensation Committee (or equivalent), or the Board of Directors of another entity whose executive officer(s) served on the Compensation Committee or Board of Directors of the Company.

Compensation Practice and Risk

The Compensation Committee considers annually, in establishing and reviewing the executive compensation program, whether the program encourages unnecessary or excessive risk taking. The goal of the Compensation Committee is to establish a compensation program designed to encourage prudent risk management and discourage inappropriate risk-taking by granting a diverse portfolio of compensation to the NEOs and other executive officers that is expected to reward the creation of stockholder value over time. To help achieve this goal, the Compensation Committee considers the risk profile of the primary compensation elements. The Compensation Committee believes that because the base salaries of the NEOs and other executive officers are fixed in amount they do not encourage inappropriate risk-taking. In addition, a significant proportion of compensation provided to the NEOs and other executive officers is in the form of equity awards that have performance and retention features that extend over a period of years. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk-taking because the ultimate value of the awards is tied to our stock price and other stockholder friendly measures (i.e., return on assets or EPS growth) and are subject to long-term vesting schedules to help ensure that the NEOs and other executive officers have significant value tied to long-term stock price performance. In particular, all equity compensation is either based on performance over a three (3)-year period or does not fully time vest for at least a three (3)-year period, which encourages the NEOs and other executive officers to focus on long-term performance in addition to annual results, further reducing risk-taking that is likely to produce only short-term benefits and allowing sufficient time for risk outcomes to emerge.

In addition, awards under the STI Plan, the 2004 SI Plan and the 2015 Omnibus Plan are subject to clawback based on certain factors. See “Adjustment or Recovery of Awards” above. Such factors include the outcomes of our risk scorecard. The risk scorecard provides a formal structure to enable the Compensation Committee to systematically assess whether or not to adjust incentive compensation of our NEOs and executive officers in light of negative risk outcomes. Finally, and consistent with our compensation

COMPENSATION DISCUSSION & ANALYSIS

philosophy of rewarding the NEOs and other executive officers based on our long-term success, our Code of Ethics and Insider Trading Policy prohibit all employees, including the NEOs and other executive officers, from speculative trading in our stock.

Executive Compensation

The following table summarizes the compensation paid to our NEOs for fiscal year ended December 31, 2015, the period from October 1, 2014 until December 31, 2014 (under the heading “Transition”) and the fiscal years ended September 30, 2014 and September 20, 2013. Because the Company, effective as of January 29, 2015, adjusted its fiscal year end from September 30 to December 31, this Summary Compensation Table contains information from the Transition Period in order to provide the required fulsome compensation disclosure for the three (3) most recent fiscal years.

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COMPENSATION DISCUSSION & ANALYSIS

ALL OTHER COMPENSATION FOR FISCAL YEAR 2015

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Column Notes:

(b) Represents the Company’s contributions to the NEOs’ 401(k) plan.

COMPENSATION DISCUSSION & ANALYSIS

Grants of Plan-Based Awards in Fiscal Year 2015

The following table sets forth information with respect to our NEOs concerning the grant of plan-based awards during fiscal year 2015.

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