Flagstar Bank, National Association (FLG) executive compensation, 2026 proxy

Joseph M. Otting, Executive Chairman, President and CEO, was paid $7.7M in 2025, down 78% from $34.8M the year before. The CEO-to-median-employee pay ratio was 87:1, on median employee pay of $87,757.

Filed
April 30, 2026
Annual meeting
June 9, 2026
Pay year
2025
Named executives
5
CEO total pay
$7.7M-78% vs prior year
CEO to median employee
87:1median $87,757
CEO pay in equity
39%$3M in awards
CEO target incentive
$2,250,000Maximum equals 200% of target
CEO maximum incentive
$4,500,0002025 annual incentive opportunity
CEO stock award
$3,000,000Granted March 15, 2025
Nguyen bonus
$690,000One-time cash award
Equity vesting period
3 yearsRestricted stock units vest equally

How Otting was paid

$7.7M in total for 2025, as reported in the Summary Compensation Table. Equity awards are valued at grant, not at what they turned out to be worth.

Salary16%Stock awards39%Non-equity incentive44%All other compensation0%

Named executive officers

ExecutiveTotal
Joseph M. OttingExecutive Chairman, President and CEO$7,655,500
Lee. M. SmithSenior EVP/ Chief Financial Officer$1,793,309
Bao NguyenSenior EVP/General Counsel and Chief of Staff$3,175,428
Kris GagnonSenior EVP/ Chief Credit Officer$2,080,012
George BuchananSenior EVP/Chief Risk Officer$2,015,122

What changed and why

  • $7.7M$7,655,500 CEO total compensation in 2025, down from $34,817,072 in 2024.
  • $3M$3,000,000 CEO stock award and $3,375,000 annual incentive compensation were reported for 2025.
  • Long-term incentives combine performance-based and time-based equity awards supporting multiyear objectives and retention.
  • Annual incentives are tied to financial, operational, and strategic goals.
  • Aggregate current-year LTI value was modestly lower because prior-year stock options reduced required new equity distribution.
  • $690K$690,000 one-time cash bonus was reported for General Counsel Bao Nguyen.

About this page

Figures are automated and can be wrong; check the filing for the exact numbers. Totals follow SEC rules, which value stock and option awards at grant. Read the DEF 14A proxy statement for footnotes and the compensation committee's full reasoning.