Item 5.02        Departure of Directors or Certain Officers; Election of Directors; Appointment
                 of Certain Officers; Compensatory Arrangements of Certain Officers


On January 19, 2021, David J. Matlin informed the Board of Directors (the "Board") of Flagstar Bancorp, Inc. (the "Company") of his decision not to stand for re-election at the Company's 2021 Annual Meeting of Shareholders, expected to be held on May 25, 2021 (the "Annual Meeting"). Accordingly, Mr. Matlin's term as a director will end when his current term expires at the conclusion of the Annual Meeting. Mr. Matlin's decision to not stand for re-election was not due to any disagreements with the Company on any matter relating to the Company's operations, policies or practices.

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