FLAGSTAR BANK, NATIONAL ASSOCIATION 8-K

What Happened
Flagstar Bank filed a Form 8-K (Item 5.02) reporting that director Alessandro DiNello notified the bank on March 25, 2026 that he will not stand for re-election at the Annual Meeting expected June 9, 2026. Also on March 25, 2026, the bank appointed Eli H. Miller to its Board of Directors effective April 1, 2026 to fill the vacancy created by the prior resignation of Brian Callanan.

Key Details

• DiNello’s term ends at the conclusion of the Annual Meeting (expected June 9, 2026); his decision was not due to any disagreement with the bank.
• Eli H. Miller’s appointment is effective April 1, 2026; he was appointed under the bank’s March 7, 2024 investment agreement with funds managed by Liberty 77 Capital L.P.
• Miller’s background: Senior Managing Director at Liberty Strategic Capital; former Managing Director of Government Relations at Blackstone (Apr 2019–Apr 2021); former Chief of Staff at the U.S. Department of the Treasury (Feb 2017–Apr 2019).
• Director pay: Miller will receive the bank’s standard non-employee director compensation — $97,500 annual cash retainer and a $130,000 annual equity award, plus committee retainers. No new material contract or award was entered in connection with the appointment.

Why It Matters
Board membership changes affect governance and oversight. Miller’s appointment represents a seat tied to the bank’s previously disclosed investment agreement with Liberty-managed funds and brings experience in private investment, government relations, and Treasury-level policy. For investors, key takeaways are the continuity of governance (no disputes cited), the identity of the incoming director, and the standard compensation terms disclosed.