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. )
Filed by the Registrant ☒ |
Filed by a Party other than the Registrant ☐ |
|
Check the appropriate box: |
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
|
HANOVER BANCORP, INC. |
(Name of Registrant as Specified In Its Charter) |
|
NOT APPLICABLE |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
|
Payment of Filing Fee (Check the appropriate box): |
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
80 East Jericho Turnpike
Mineola, New York 11501
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Wednesday, April 30, 2025
NOTICE IS HEREBY GIVEN
that an Annual Meeting (the “Annual Meeting”) of the holders of shares of common stock of Hanover Bancorp, Inc.
(the “Company”), the holding company for Hanover Community Bank (the “Bank”), will be held virtually
on Wednesday, April 30, 2025, at 9:00 A.M., Eastern Time, for the purpose of considering and voting upon the following matters,
all of which are more completely set forth in the accompanying Proxy Statement:
| 1. | The election of four (4) directors
to the Company’s Board of Directors, each to serve for the term described in the accompanying
Proxy Statement; |
| 2. | To ratify the appointment of Crowe LLP
as the Company’s independent registered public accountants for the fiscal year ending
December 31, 2025; and |
| 3. | Such other business as may properly come
before the Annual Meeting. |
Holders of shares of common
stock of record at the close of business on March 11, 2025 will be entitled to vote at the Annual Meeting or any postponement or adjournment
thereof.
This year's Annual Meeting
will be a completely virtual meeting of shareholders, which will be conducted via live webcast. You will be able to participate in
the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting meetnow.global/MX2ZNMH. You
also will be able to vote your shares online by participating in the Annual Meeting webcast. To participate in the Annual Meeting, you
will need to review the information included on your proxy card. Because the Annual Meeting is virtual and being conducted via live
webcast, shareholders will not be able to attend the Annual Meeting in person. Details regarding how to participate in the meeting online
and the business to be conducted at the meeting are more fully described in the accompanying Proxy Statement.
You are requested to fill
in, sign, date and return the enclosed proxy, or vote online, promptly, regardless of whether you expect to participate in the Annual
Meeting. A postage-paid return envelope is enclosed for your convenience if you wish to vote by proxy.
|
BY ORDER OF THE BOARD OF DIRECTORS |
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Michael P. Puorro |
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Chairman & Chief Executive Officer |
Mineola, New York
March 26, 2025
IMPORTANT-PLEASE VOTE YOUR PROXY PROMPTLY
You are urged to vote your Proxy promptly so that
there may be sufficient representation at the Annual Meeting.
HANOVER BANCORP, INC.
PROXY STATEMENT FOR
Annual
Meeting OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 2025
This Proxy Statement is being
furnished to shareholders of Hanover Bancorp, Inc. (the “Company”), the holding company for Hanover Community Bank
(the “Bank”), in connection with the solicitation by the Board of Directors of proxies to be used at the Annual Meeting
of Shareholders to be held on April 30, 2025, at 9:00 A.M., Eastern Time. We are holding our Annual Meeting via live webcast. Because
the Annual Meeting is virtual and being held via live webcast, shareholders will not be able to attend the Annual Meeting in person,
but may participate by joining the live webcast. Please go to:
meetnow.global/MX2ZNMH
to participate in the Annual Meeting. Any shareholder
may participate and listen to the live webcast of the Annual Meeting over the internet at such site. Shareholders of record as of March
11, 2025 may vote and submit questions either in advance of, or while participating in, the Annual Meeting. To participate in the Annual
Meeting, you will need to review the information included on your proxy card. The webcast starts at 9:00 A.M., Eastern Time. We
encourage you to access the meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting during the
check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.
If you are a registered shareholder
(i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to participate in the Annual Meeting
virtually on the internet. Please follow the instructions on the notice or proxy card that you received.
If you hold your shares through
an intermediary, such as a bank or broker, you must register in advance to participate in the Annual Meeting virtually on the internet.
To register to participate in the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting
your Hanover holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy”
and be received no later than 5:00 P.M., Eastern Time, on April 24, 2025. You will receive confirmation of your registration by
email after we receive your registration materials. Requests for registration should be directed to us at the following:
By email:
Forward the email from your
broker, or attach an image of your legal proxy, to legalproxy@computershare.com
By mail:
Computershare
Hanover Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
About the Annual Meeting
Why have I received these
materials?
The accompanying proxy,
being mailed to shareholders on or about March 26, 2025, is solicited by the Board of Directors of Hanover Bancorp, Inc. (referred
to throughout this Proxy Statement as the "Company" or "we") in connection with an Annual Meeting of Shareholders
that will take place on April 30, 2025. You are cordially invited to attend the Annual Meeting via live webcast and are requested to
vote on the proposals described in this Proxy Statement.
Who is entitled to vote
at the Annual Meeting?
Holders of common stock
of the Company as of the close of business on March 11, 2025, will be entitled to vote at the Annual Meeting. On March 11, 2025, there
were outstanding and entitled to vote 7,200,883 shares of common stock, each of which is entitled to one vote with respect to each matter
to be voted on at the Annual Meeting.
How do I vote my shares
at the Annual Meeting?
If you are a shareholder
of “record” of common stock (that is, if you hold common stock in your own name in the Company’s stock records), you
may complete and sign the accompanying proxy card and return it to Computershare, vote online in advance of the meeting, or participate
in the virtual Annual Meeting and vote online during the meeting.
If
you hold your shares in “street name,” i.e., through a broker or other custodian, you must follow the voting instructions
provided to you by your broker or custodian.
Can I change my vote
after I vote my proxy card?
Yes. After you have submitted
a proxy, you may change your vote at any time before the proxy is exercised by submitting a notice of revocation or a proxy bearing a
later date. You may also change your vote either by submitting a proxy card prior to the date of the Annual Meeting, voting again online,
or, if you are a holder of “record” of the common stock, by participating in the virtual Annual Meeting and voting online
during the meeting.
What constitutes a quorum
for purposes of the Annual Meeting?
The presence at the Annual
Meeting, by participating online in the virtual Annual Meeting, or by submitting proxies or voting online, of the holders of a majority
of the voting power of all outstanding shares of common stock entitled to vote shall constitute a quorum for the transaction of business.
Proxies marked as abstaining (including proxies containing broker non-votes) on any matter to be acted upon by shareholders will be treated
as present at the meeting for purposes of determining a quorum.
What vote is required
to adopt the proposals at the Annual Meeting?
Directors will be elected
by a plurality of the votes cast at the Annual Meeting. The nonbinding resolution with respect
to the ratification of the appointment of the independent registered public accountants, requires the affirmative vote of a majority
of the votes cast at the Annual Meeting by shares represented online or by proxy. Any other business will be approved by the vote
of a majority of the shares voting at the meeting. Management is not aware of any other business to be conducted at the Annual Meeting.
How does the Board recommend that I vote my
shares?
Unless you give other instructions
on your proxy card, the persons named as proxies on the card will vote in accordance with the recommendations of the Board of Directors.
The Board's recommendations are set forth together with the description of the proposal in this Proxy Statement. For the reasons discussed
below, the Board recommends a vote FOR the election of each of the directors nominated herein, and FOR ratification
of the appointment of Crowe LLP as the Company’s independent registered public accountants for the next fiscal year.
With respect to any other
matter that properly comes before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no
recommendation is given, in their own discretion in the best interest of the Company. At the date of this Proxy Statement, the Board
of Directors had no knowledge of any business other than that described in this Proxy Statement that would be presented for consideration
at the Annual Meeting.
Who will bear the expense
of soliciting proxies?
The Company will bear the
cost of soliciting proxies. In addition to the solicitation by mail, proxies may be solicited personally or by telephone, facsimile or
electronic transmission by our employees. We may reimburse brokers holding common stock in their names or in the names of their nominees
for their expenses in sending proxy materials to the beneficial owners of such common stock.
How can I attend the Annual Meeting?
The Annual Meeting will
be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the
Annual Meeting only if you were a shareholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy
for the Annual Meeting. No physical meeting will be held.
The online meeting will
begin promptly at 9:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for
the check in. Please follow the registration instructions as outlined in this proxy statement.
Why are you holding a virtual meeting instead
of a physical meeting?
We are excited to embrace
the latest technology to provide expanded access, improved communication and cost savings for our shareholders and the Company. We believe
that hosting a virtual meeting will enable more of our shareholders to attend and participate in the meeting since our shareholders can
participate from any location around the world with Internet access.
What if I have trouble accessing the Annual
Meeting virtually?
The virtual meeting platform
is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones)
running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants
should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access
the meeting prior to the start time. For further assistance should you need it, you may call Local 1-888-724-2416 or International +1-781-575-2748.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Certificate of Incorporation
and Bylaws of the Company provide that the number of Directors shall not be less than one (1) and permit the exact number to
be determined from time to time by the Board of Directors. There are currently ten (10) members of our Board of Directors.
Our Bylaws provide for a Board of Directors divided into three (3) classes. For 2025, there are four (4) nominees
for Director.
The Board of Directors
of the Company has nominated for election to the Board of Directors the persons named below, each of whom currently serves as a member
of the Board. If elected, each will serve a term of three years, and until his or her replacement has been duly elected and qualified.
The Board of Directors has no reason to believe that any of the nominees will be unavailable to serve if elected.
The following table sets
forth the names, ages, principal occupations, and business experience for all directors, including the nominees, as well as their prior
service on the Board, if any. Unless otherwise indicated, principal occupations shown for each Director have extended for five or more
years.
NOMINEES FOR ELECTION
Name and Position with
the
Company |
Age |
Principal
Occupation for Past Five Years |
Term
of Office Since – Expires (1) |
Michael P. Puorro, Chairman and CEO |
66 |
Chairman
and CEO of the Company and the Bank |
2012 –
2025 |
Metin Negrin, Director |
59 |
Founder, Owner and President of Lexin
Capital, a real estate investment, redevelopment and management company, Former Chairman of Savoy Bank |
2021 –
2025 |
Elena
Sisti, Director |
69 |
Managing
Partner of Durel Associates, AGEM LLC, and Riviera Development Corporation, real estate investment and management companies in New
Jersey, Founder and Former Director of Savoy Bank |
2021 – 2025 |
Michael Thaden, Director |
35 |
Castle Creek Capital, an asset management
firm focused on the community banking industry |
2024 – 2025 |
DIRECTORS WHOSE TERMS CONTINUE BEYOND THE 2025
ANNUAL MEETING
Name and Position with
the
Company |
Age |
Principal Occupation for
Past Five Years |
Term of Office Since –
Expires (1) |
Michael
Katz, Director |
86 |
Physician,
Former President of Ear Nose and Throat Associates of New York, P.C. |
2012 – 2026 |
John R.
Sorrenti, Director |
74 |
Architect,
Founder and President of JRS Architect, P.C. |
2012 – 2026 |
Philip
Okun, Director |
70 |
Former
President of Polimeni International and President of Skyline Management; Founding Partner of Realty Connect USA, LLC |
2008 – 2026 |
Varkey
Abraham, Director |
71 |
Owner
of Shoe Wholesale/Retail Company and Real Estate Investor |
2008 –
2027 |
Ahron H. Haspel, Director |
82 |
Attorney
and Certified Public Accountant, Retired Partner of the law firm of Jones Day and KPMG, LLP |
2012 – 2027 |
Robert
Golden, Director |
61 |
President
of Golden Properties Group LLC |
2014 – 2027 |
|
(1) |
Includes service on the Bank’s Board of Directors |
There are no
arrangements between any of our directors and any other individuals pursuant to which any director was selected as a director,
except for Michael Thaden, who was appointed to serve as the director representative for
Castle Creek Capital Partners VIII, LP (“Castle Creek”), pursuant to that certain Exchange Agreement, dated as of April
24, 2024, by and between the Company and Castle Creek (the “Exchange Agreement”). Pursuant to the Exchange
Agreement, Castle Creek is entitled to designate an appointee to the Board and Bank Board commencing upon its aggregate
holdings of the Company’s common stock and Series A Preferred Stock exceeding 865,000 shares, and terminating
when Castle Creek, together with its respective affiliates, no longer owns, in the aggregate, 4.9% or more of all of the
outstanding shares of the Company’s common stock. Castle Creek has exceeded such ownership threshold.
No director is related to
any other director or executive officer by blood, marriage, or adoption. No director is also a director of a company having a class of
securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of
Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940,
except for Ahron H. Haspel, who serves as a Trustee of the North European Oil Royalty Trust.
The Company encourages all
directors to participate in the Company’s Annual Meeting. Each then current member of the Company’s Board of Directors participated
in the Company’s 2024 virtual Annual Meeting of Shareholders and the meeting was attended by five of the nine then sitting directors.
Required Vote
IN
ORDER TO BE ELECTED TO A TERM ON THE BOARD OF DIRECTORS, DIRECTORS MUST RECEIVE THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST
AT THE ANNUAL MEETING. SEE “WHAT VOTE IS REQUIRED TO ADOPT THE PROPOSALS AT THE ANNUAL MEETING?” ABOVE.
Recommendation
THE
BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE NOMINEES SET FORTH ABOVE.
[Remainder of Page Intentionally Blank]
CERTAIN INFORMATION
ABOUT THE BOARD OF DIRECTORS
The following is a brief
discussion of the business and banking background and experience of our directors for at least the past five years. With respect
to directors, the biographies also contain information regarding the person’s experience, qualifications, attributes or skills
that led to the conclusion that the person should serve as a director. Unless otherwise indicated, senior officers have held their positions
for the past five years.
Michael P. Puorro, Chairman and Chief Executive
Officer — Mr. Puorro has over thirty-five years of banking experience, with over thirty years as a senior executive.
Prior to joining Hanover, Mr. Puorro was the Co-Chairman and President of Madison National Bancorp, Inc. and Madison National
Bank where he was a leading member of Madison’s entrepreneurial founding group and executive management team. Prior to this, Mr. Puorro
served as Executive Vice President and Chief Financial Officer of New York Community Bancorp, Inc. and as Executive Vice President
and Chief Financial Officer of Roslyn Bancorp, Inc. Mr. Puorro was a former senior member in the Financial Services Group of KPMG
LLP, specializing in financial institutions, ranging in size from local community banks to super money center institutions. Mr. Puorro
was a Board member of the New York Bankers Association. Mr. Puorro earned a Bachelor of Business Administration degree in Accounting
from Dowling College’s School of Professional Accountancy, and in addition to being a Certified Public Accountant, is a member
of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. In May 2012,
Mr. Puorro received an Honorary Doctorate Degree in Human Letters from Dowling College. Through his business contacts in our market,
Mr. Puorro has been able to attract customers and investors, and his financial expertise is of great value to the Board. In addition,
as our senior executive officer, his insight on our operations is invaluable to the Board.
Robert Golden, Lead Independent Director —
Mr. Golden is President of Golden Properties Group LLC which is an active investor in commercial office buildings and retail and
residential properties in New York City and the surrounding areas, as well as throughout the Midwest. Prior to forming Golden Properties
Group LLC, Mr. Golden was the owner of one of the largest cleaning and security companies in New York (Golden Mark). His company
serviced mainly large office buildings and financial institutions. Mr. Golden is on the Board of Directors for Volunteers of America
in New York, he is currently on the Nassau County Police Department Foundation Advisory Board, and is also a contributor to many charitable
organizations. Mr. Golden attended the University of Bridgeport. Through his business activities, Mr. Golden has a strong sense
of business conditions in our market that is invaluable to the Board.
Varkey Abraham, Director —
Mr. Abraham is a founding director of Hanover Community Bank. Mr. Abraham is the principal owner and Chief Executive Officer
of the Eric’s Shoe Stores chain in the United States, Abraham and Sons Leather Company and VA Smith Shoe Company International.
Further, Mr. Abraham is a real estate investor. Mr. Abraham is the former two-term President of the Indo-American Malayalee
Chamber of Commerce and also served as a Sabha Council Member for Saint Thomas Mar Thoma Church. Mr. Abraham brings to the Board
significant management expertise and leadership skills, as well as insight into the experience of locally owned businesses.
Ahron H. Haspel, Director — Mr. Haspel
is an active investor and an attorney and CPA specializing in the tax area. He retired from Jones Day in January 2011 where he served
as a partner specializing in the corporate tax and mergers and acquisitions area. Prior to joining Jones Day in February 2005, Mr. Haspel
was a partner at KPMG and served on its Board of Directors and in a number of leadership positions. While on the Board of KPMG, Mr. Haspel
served on the firm’s Audit, Compensation and Strategic Planning Committees. Mr. Haspel serves as a member of the Board and
Trustee of North European Oil Royalty Trust (NRT) a New York Stock Exchange listed company and serves as Chairman of NRT’s
Audit and Compensation Committees. Mr. Haspel is a qualified audit committee financial expert for SEC purposes. He earned a Bachelor
of Science degree in Accounting from Long Island University, his Juris Doctor from Brooklyn Law School and his LLM degree in Taxation
from New York University School of Law. He is a Certified Public Accountant and a member of the New York Bar. He is also a
member of the Board of a number of philanthropic organizations. Mr. Haspel’s extensive legal and accounting background and
understanding of finance, and experience with public companies, proves invaluable to the Board.
Michael Katz,
Director — Dr. Katz is an active financial institution investor and highly experienced and accomplished
board-certified otolaryngologist. Dr. Katz had been in practice with Ear, Nose, and Throat Associates of
New York, P.C. since 1969. For over 35 years, he served as President of the group practice which is one of the
largest multi-specialty practices of its kind with offices located throughout Queens, Nassau, Suffolk, and the Bronx. While serving
as President, Dr. Katz oversaw a growing practice of over 200 employees in multiple locations including over 30 physicians and
physician assistants/nurse practitioners, specializing in otolaryngology, allergy & immunology, facial plastic and
reconstructive surgery, audiology, sleep disorders and speech and swallowing disorders. Dr. Katz earned his undergraduate
degree from Columbia University and his medical degree from the State University of New York, Downstate. He went on to complete
general surgery training at Kings County Hospital in New York and then did his residency in otolaryngology at Manhattan Eye,
Ear and Throat Hospital. He is board certified by the American Board of Otolaryngology. Dr. Katz was Chief of Ear, Nose and
Throat (“ENT”) at Flushing Hospital and was previously Chief of ENT at New York Hospital Medical Center of
Queens. Apart from the medical field, Dr. Katz serves as Co-Chairman of the Fisher Island Condo Board #2, is highly active
in environmental issues and is a large contributor to the UJA-Federation of NY. Dr. Katz’s business development
capabilities in the Long Island marketplace led the Board to conclude that Dr. Katz should serve as a director.
Metin Negrin, Director — Mr. Negrin
is the Founder and President of Lexin Capital, a private investment, development and management company that manages its own capital
along with that of a global client base and makes direct investments in real estate. The firm has real estate investments in New York
City as well as Florida, Maryland, and Arizona. Mr. Negrin was also the Chairman of Savoy Bank prior to its acquisition by Hanover.
In addition, Mr. Negrin is the President of the Board of the Allen-Stevenson School, a boys Kindergarten-8 day school of 400 students
on the Upper East Side of Manhattan, as well as Treasurer and Executive Committee Board Member of the American Turkish Society. A graduate
of Deutsche Schule High School in Istanbul, Mr. Negrin holds a BS in Economics and an MBA in Finance from NYU Stern School of Business.
Mr. Negrin’s management and business experience led the Board to conclude that Mr. Negrin should serve as a director.
Philip Okun, Director — Mr. Okun
is a founding director of Hanover Community Bank. Additionally, he has been Chairman of the Loan Committee since the Bank’s inception.
Mr. Okun has worked in the commercial real estate industry for more than 40 years. As President of Polimeni International,
Mr. Okun was responsible for the Company’s development program in Poland, having completed numerous shopping centers throughout
the country. As President of its affiliate company, Skyline Management Corp., he was responsible for the management of a three-million
square foot portfolio of office buildings and shopping centers on Long Island and the east coast. Further, his experience includes redevelopment,
leasing, financing, and brokerage. Mr. Okun is a founding partner of Realty Connect USA, LLC. Realty Connect currently has
over 800 sales agents in 14 offices on Long Island and Queens. Mr. Okun is a licensed real estate broker in New York and Florida.
He is author of the books “Make Money on Main Street” and “Back of the Napkin”, and a licensed sea captain. Mr. Okun
earned a Bachelor of Arts degree in education from Fairleigh Dickinson University. Mr. Okun’s experience in the commercial
real estate market led the Board to conclude that Mr. Okun should serve as a director.
Elena Sisti, Director — Ms. Sisti
was the founder and Chairperson Emeritus of Savoy Bank, only the second New York bank established by a woman. Ms. Sisti founded
Savoy Bank following a 25-year career at Citibank, and she remained as a Board member of Savoy until its acquisition by Hanover. Ms. Sisti
is the Managing Partner of a New Jersey based real estate investment and management firm started by her family. She received a BA
in Economics from Barnard College, Columbia University. Ms. Sisti immigrated to the United States in 1963 from Caracas, Venezuela.
Ms. Sisti’s experience in banking and financial services, along with her knowledge of our local community will assist us as
we continue to grow.
John R. Sorrenti, Director —
Mr. Sorrenti, FAIA, is Founder and President of JRS Architect, P.C., a full service architectural, interior design and preservation
firm serving the greater New York City region. Mr. Sorrenti has served on many committees both for the American Institute of
Architects (AIA) and the National Council of Architectural Registration Board (NCARB). In 1989, Mr. Sorrenti served as
President of the AIA Long Island Chapter, served as the New York State President in 1994 and in 1997, he served as the National Vice
President. He also served as Regional Director for NCARB’s National Board. Mr. Sorrenti chaired the AIA/College of Fellows’
Regional Representative Program nationally for six years and in 2016 was the Chancellor for the College of Fellows. He remains on the
New York State Education Board of Architecture as an Extended Member, previously serving as Chair. He is currently the Chair of North
Hempstead’s Landmarks Commission. In 1996, Mr. Sorrenti received his Fellowship from the American Institute of Architects
which only 3% of the AIA membership have achieved. In 1991, Mr. Sorrenti helped to form the guidelines for the Americans with Disabilities
Act (ADA) and in 1993 assisted with the New York City ADA Code. In 2008, Mr. Sorrenti was presented with the Lifetime Achievement
Award from the AIA Long Island Chapter and in 2017 received their Community Service Honor Award. Mr. Sorrenti earned a Bachelor
of Architecture degree from New York Institute of Technology (NYIT), a Masters in Architecture from Ohio University, and an
MBA from NYIT. Mr. Sorrenti provides the Board with significant leadership and managerial experience, particularly from the perspective
of a locally based business enterprise.
Michael Thaden, Director — Mr. Thaden
is currently a Director of Castle Creek Capital, an asset management firm focused on the community banking industry. Prior to joining
Castle Creek in 2015, Mr. Thaden worked at Sandler O’Neill + Partners, L.P. as an Analyst in the Investment Banking Group, focusing
on community bank advisory, including but not limited to mergers and acquisitions, capital planning, and capital markets transactions,
completing transactions with an aggregate deal value in excess of $1 billion. Mr. Thaden holds Bachelors of Science degrees in Business
Administration and Political Science from the University of North Carolina at Chapel Hill, and currently also serves as a board member
for Golden State Bancorp. He is also a CFA Charterholder. Mr. Thaden’s experience advising Castle Creek portfolio companies in
strategic planning, value creation opportunities, mergers and acquisitions, and capital markets provides the Board with additional perspective
and expertise on the challenges and opportunities in the broader community banking market.
Executive
Officers who are not Directors
McClelland (“Mac”) Wilcox,
President. Mr. Wilcox joined Savoy as President in 2012 and subsequently served as President and Chief Executive Officer
through 2021. He has over twenty years of experience as a banking leader and entrepreneur.
Lance P. Burke,
Executive Vice President and Chief Financial Officer. Mr. Burke has over twenty-five years of experience in the banking
industry. Prior to joining Hanover in 2021, Mr. Burke most recently served as Senior Vice President and Controller of Dime Bank
(formerly BNB Bank) where he was employed from 2009 to 2021. Mr. Burke also held various accounting and finance roles during his ten
year tenure at New York Community Bank, where he began his banking career.
Joseph F. Burns, Executive Vice President
and Chief Lending Officer. Mr. Bums has over thirty five years of experience in the banking industry. Prior to joining Hanover, Mr.
Burns was employed by Valley Bank for over 15 years in several management capacities, last serving as a First Senior Vice President and
Regional President of New York State Commercial Banking.
Kevin Corbett,
Executive Vice President and Chief Credit Officer. Mr. Corbett has over forty years of experience in the banking industry.
Prior to joining Hanover, Mr. Corbett served as Senior Vice President and Chief Credit Officer of Dime Community Bank from 2017 to 2019
and Senior Vice President and Chief Credit Officer of Astoria Bank from 2012 to 2017.
Lisa A. Diiorio,
First Senior Vice President and Chief Accounting Officer. Ms. Diiorio has over thirty years of experience in the banking
industry. Prior to joining Hanover in 2016, Ms. Diiorio served as Vice President and Principal Accounting Officer at Bridgehampton National
Bank.
John P. Vivona, First Senior Vice President
and Chief Risk Officer. Mr. Vivona has more than thirty five years of experience in the banking industry. Prior to joining Hanover
in 2023, Mr. Vivona held similar Chief Risk Officer roles at both BNB Bank and Alma Bank as well as executive level positions within
the compliance functions at Newtek Bank, N.A., New York Community Bancorp, and The First National Bank of Long Island.
Diversity Statement
Although we have not adopted
a formal policy on diversity, the Board considers diversity when selecting candidates for Board service. When the Board determines there
is a need to fill a director position, we begin to identify qualified individuals for consideration. We seek individuals that possess
skill sets that a prospective director will be required to draw upon in order to contribute to the Board, including professional experience,
education, and local knowledge. While education and skills are important factors, we also consider how candidates will contribute to
the overall balance of the Board, so that we will benefit from directors with different perspectives, varying viewpoints and wide-ranging
backgrounds and experiences. We view and define diversity in its broadest sense, which includes gender, ethnicity, education, experience
and leadership qualities.
As part of these efforts
to promote corporate social responsibility, the following graphics summarize certain demographic characteristics of the Board of Directors:
Total Number of Directors:
Ten (10)
PART 1 – Gender Identity |
Female |
Male |
Non-Binary |
Did
Not
Disclose
Gender |
Number
of Directors |
1 |
8 |
|
1 |
PART II:
Demographic Background |
|
|
|
|
African
American or Black |
|
|
|
|
Alaskan
Native or Native American |
|
|
|
|
Asian |
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South
Asian |
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1 |
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Hispanic
or Latino |
1 |
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Native
Hawaiian or Pacific Islander |
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Caucasian
/ White |
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6 |
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Two
or more Races or Ethnicities |
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1 |
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LGBTQ+ |
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Did
Not Disclose Demographic Background |
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[Remainder of Page Intentionally Blank]
Security Ownership of Management
The following table sets
forth information as of March 11, 2025 regarding the number of common shares beneficially owned by all directors, executive officers
described and by all directors and executive officers as a group. Beneficial ownership includes shares, if any, held in the name of the
spouse, minor children or other relatives of the nominee living in such person’s home, as well as shares, if any, held in the name
of another person under an arrangement whereby the Director or executive officer can vest title in themselves at once or within sixty (60) days.
Beneficially owned shares also include shares over which the named person has sole or shared voting or investment power, shares owned
by corporations controlled by the named person, and shares owned by a partnership in which the named person is a partner.
Name | |
Number of Shares Beneficially Owned | | |
Percentage of Class | |
Directors | |
| | | |
| | |
Michael P. Puorro | |
| 304,980 | (1) | |
| 4.08 | % |
Varkey Abraham | |
| 57,412 | (2) | |
| 0.77 | % |
Robert Golden | |
| 449,719 | (3) | |
| 6.01 | % |
Ahron H. Haspel | |
| 67,116 | (4) | |
| 0.90 | % |
Michael Katz | |
| 247,435 | (5) | |
| 3.31 | % |
Metin Negrin | |
| 237,055 | (6) | |
| 3.17 | % |
Philip Okun | |
| 41,077 | (7) | |
| 0.55 | % |
Elena Sisti | |
| 154,442 | (8) | |
| 2.07 | % |
John R. Sorrenti | |
| 45,617 | (9) | |
| 0.61 | % |
Michael Thaden | |
| 0 | (10) | |
| 0.00 | % |
| |
| | | |
| | |
Executive Officers | |
| | | |
| | |
Lance P. Burke | |
| 24,068 | (11) | |
| 0.32 | % |
Joseph F. Burns | |
| 9,677 | (12) | |
| 0.13 | % |
Kevin Corbett | |
| 24,374 | (13) | |
| 0.33 | % |
Lisa A. DiIorio | |
| 21,303 | (14) | |
| 0.28 | % |
John P. Vivona | |
| 4,125 | (15) | |
| 0.06 | % |
McClelland Wilcox | |
| 96,147 | (16) | |
| 1.29 | % |
| |
| | | |
| | |
All Executive Officer and Directors as a Group (16 persons) | |
| 1,784,547 | | |
| 23.88 | % |
(1) | Includes 35,446 shares of restricted stock subject to future vesting but
as to which voting may currently be directed. |
(2) | Includes 5,940 shares of restricted stock subject to future vesting but
as to which voting may currently be directed. |
(3) | Includes 10,000 vested options to purchase shares of Hanover’s common
stock. Also includes: (i) 5,940 shares of restricted stock subject to future vesting
but as to which voting may currently be directed, (ii) 337,272 shares held by certain
trusts, of which the beneficiary or trustee is Mr. Golden and his family members, and
(iii) 52,771 shares held by a limited liability company which Mr. Golden controls. |
(4) | Includes (i) 5,940 shares of restricted stock subject to future vesting
but as to which voting may currently be directed and (ii) 39,673 shares held by a limited
liability company which Mr. Haspel controls. |
(5) | Includes 5,940 shares of restricted stock subject to future vesting but
as to which voting may currently be directed and 96,760 shares held by various trusts. |
(6) | Includes 5,940 shares of restricted stock subject to future vesting but
as to which voting may currently be directed. |
(7) | Includes 5,940 shares of restricted stock subject to future vesting but
as to which voting may currently be directed. |
(8) | Includes 5,940 shares of restricted stock subject to future vesting but
as to which voting may currently be directed. |
(9) | Includes 5,940 shares of restricted stock subject to future vesting but
as to which voting may currently be directed. |
(10) | Mr. Thaden disclaims beneficial ownership of all shares held by Castle
Creek, for which he serves as director designee. |
(11) | Includes 10,509 shares of restricted stock subject to future vesting
but as to which voting may currently be directed. |
(12) | Includes 8, 653 shares of restricted stock subject to future vesting
but as to which voting may currently be directed. |
(13) | Includes 8,460 shares of restricted stock subject to future vesting but
as to which voting may currently be directed. |
(14) | Includes 6,000 vested options to purchase shares of Hanover’s common
stock. Also includes 3,773 shares of restricted stock subject to future vesting but as to
which voting may currently be directed. |
(15) | Includes 3,541 shares of restricted stock subject to future vesting but
as to which voting may currently be directed. |
(16) | Includes 23,376 shares of restricted stock subject to future vesting
but as to which voting may currently be directed. |
Security Ownership of Certain Beneficial Owners
The following table sets
forth information as of March 11, 2025, with respect to the beneficial ownership of Hanover Bancorp, Inc. Common Stock by each
person or group of persons, other than members of the Board of Directors or management of the Company, known to the Company to be
the beneficial owner of more than five percent (5%) of Hanover Bancorp, Inc. voting stock. There are no shareholders
other than those set forth below of whom the Company is aware that beneficially own 5% or more of the Common Stock of the
Company.
Name of Beneficial Owner of More Than 5% of the Common Stock | |
Number of Shares Beneficially Owned | | |
Percent of Class | |
Castle Creek Capital Partners VIII, L.P. (1) | |
| 705,440 | | |
| 9.43 | % |
AllianceBernstein L.P. (2) | |
| 566,441 | | |
| 7.58 | % |
Aurum Holdings Inc. dba Muthoot Holdings Inc. (3) | |
| 443,481 | | |
| 5.93 | % |
|
(1) |
All information regarding the number of shares beneficially owned and
the percent of ownership by Castle Creek Capital Partners VIII, L.P. was obtained from the 13G filed with the U.S. Securities
and Exchange Commission on February 13, 2023. The address of Castle Creek Capital Partners VIII, L.P. is 11682 El Camino
Real, Suite 320, San Diego, CA 92130. |
|
(2) |
All information regarding the number of shares beneficially owned and
the percent of ownership by AllianceBernstein L.P. was obtained from the 13G filed with the U.S. Securities and Exchange Commission
on November 15, 2024. The address of AllianceBernstein L.P. is 501 Commerce Street, Nashville, TN 37203. |
|
(3) |
All information regarding the number of shares beneficially owned and
the percent of ownership by Aurum Holdings Inc. dba Muthoot Holdings Inc. was obtained from the 13G filed with the U.S.
Securities and Exchange Commission on February 10, 2023. The address of Muthoot Holdings Inc. is 9710 Stirling Road, Cooper City,
FL 33024. |
Board of Directors; Independence; Committees
The
Board of Directors held a total of fourteen (14) meetings in the year ended December 31, 2024. The Company’s policy is
that all Directors make every effort to attend each meeting. For the year ended December 31, 2024, each of the Company’s Directors
attended at least 75% of the aggregate number of meetings of the Board of Directors and Board committees on which the respective Directors
served.
Independence
A majority of the Board consists
of individuals who are “independent” under the NASDAQ listing standards. Mr. Michael P. Puorro, our Chairman
and CEO, is the only member of our Board who is not independent. In reaching this conclusion, the Board took into account the fact that
several members of the Board conduct banking transactions with the Bank. These transactions are in accordance with Federal law and regulation
and do not involve risk or beneficial terms beyond those involved in transactions between the Bank and third-party customers.
In addition, the Board took
into account certain transactions between the Bank and entities affiliated with Mr. Sorrenti. Specifically, Mr. Sorrenti is
the principal of JRS Architect, P.C. JRS Architect, P.C. was retained by the Bank to provide design and architectural services
in connection with renovations to a new branch location in Port Jefferson, New York. Fees paid by the Bank to JRS Architect, P.C. for
this engagement during fiscal 2024 totaled approximately $64 thousand. In determining that the engagement of JRS Architect, P.C.
did not impair Mr. Sorrenti’s independence, the Board took into account the amount of the fees paid to JRS Architect, P.C.,
compared to its total revenues, as well as the nature of the services rendered by JRS Architect, P.C., which are not advisory and
did not involve access to sensitive Company information or strategic decision making.
Shareholders wishing to communicate
directly with the independent members of the Board of Directors may send correspondence to Hanover Bancorp, Inc., Attn: Robert Golden,
Lead Independent Director, 80 East Jericho Turnpike, Mineola, New York 11501.
Committees of Our Board of Directors
Audit Committee. We
maintain an Audit Committee in accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934. The Audit Committee is responsible for the selection of the independent registered public
accounting firm for the annual audit and to establish, and oversee the adherence to, a system of internal controls. The Audit
Committee reviews and accepts the reports of our independent auditors. The Audit Committee arranges for an annual audit through the
independent registered public accounting firm, evaluates and implements the recommendations of the auditors as well as interim
audits performed by our outsourced internal auditors. The Audit Committee met six (6) times during the fiscal year ended
December 31, 2024. The Board of Directors has adopted a written charter for the Audit Committee which is available on our website at www.hanoverbank.com.
The Audit Committee currently consists of Directors Ahron H. Haspel (Chair), Michael Katz, Metin Negrin,
Philip Okun, and Elena Sisti, all of whom are “independent” under the Nasdaq
listing standards and meet the independence standards of the Sarbanes-Oxley Act. The
Board has determined that Ahron H. Haspel, a member of Audit Committee,
qualifies as an “audit committee financial expert” under the Rules of the Securities and Exchange
Commission.
Compensation Committee.
The Compensation Committee consists of Directors Metin Negrin (Chair), Robert Golden, Ahron H. Haspel,
Michael Katz, and Philip Okun. Each member of the Compensation Committee is independent, as such term is defined in the Nasdaq
listing standards. The Compensation Committee is responsible for administering the Company’s equity compensation plans,
for establishing the compensation of the Company’s Chairman and Chief Executive Officer and for the Board of Directors, and for
recommending to the Board the compensation of the other executive officers. The Compensation Committee also establishes policies and
monitors compensation for the Company’s employees in general. While the Compensation Committee may, and does in fact, delegate
authority with respect to the compensation of employees in general, the Compensation Committee retains overall supervisory responsibility
for employee compensation. With respect to executive compensation, the Compensation Committee receives recommendations and information
from senior staff members, as well as outside compensation consultants, regarding issues relevant to determinations made by the Compensation
Committee. Mr. Puorro participates in Committee deliberations regarding the compensation of other executive officers but does not
participate in deliberations regarding his own compensation. The Compensation Committee does not delegate its authority regarding compensation.
In fiscal 2024, the Compensation Committee met three (3) times. The Board of Directors has adopted a written charter for the Compensation
Committee which is available on our website at www.hanoverbank.com.
Consultants
The
Compensation Committee recognizes that it is essential to receive objective advice from an outside compensation consultant. Currently,
the Compensation Committee utilizes Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation
consultant. Meridian reports directly to the Compensation Committee and attends meetings as requested. The Compensation Committee has
assessed Meridian’s independence relative to the Nasdaq listing standards and determined
that there are no conflicts of interest. The Compensation Committee also closely examines the safeguards and steps Meridian takes to
ensure that its executive compensation consulting services are objective. The Compensation Committee takes into consideration that:
| ● | The Compensation Committee directly hired and has the authority
to terminate Meridian’s engagement; |
| ● | The Compensation Committee solely determined the terms and conditions
of Meridian’s engagement, including the fees charged; |
| ● | Meridian and its consultants have direct access to members of
the Compensation Committee during and between meetings; |
| ● | Meridian does not provide any other services to the Company,
the Bank, its directors or executives; and |
| ● | Interactions between Meridian and its consultants and management
generally are limited to discussions on behalf of the Compensation Committee and information presented to the Compensation Committee
for approval. |
Nominating and Corporate
Governance Committee. We have a Nominating and Corporate Governance Committee (“NCG”) consisting of Directors
Ahron H. Haspel (Chair), Varkey Abraham, Robert Golden, Michael Katz, and Philip Okun. Each member
of the NCG is independent, as such term is defined in the Nasdaq listing standards. The
Board of Directors has adopted a written charter for the NCG which is available on our website at www.hanoverbank.com. The NCG
has responsibility for identifying and evaluating candidates for director and recommending the nomination of directors to the full Board.
This Committee:
|
● |
Reviews and assesses the adequacy of our corporate governance guidelines,
personal codes of conduct and related internal policies and guidelines; and |
|
● |
Assists the Board in interpreting and applying corporate governance
guidelines and recommends any proposed changes to the Board of Directors for approval. |
The
Company’s Bylaws describe procedures for nominations to be submitted by shareholders and other third-parties, other than for
candidates who have previously served on the Board or who are recommended by the Board. The Company’s Bylaws state that to be
timely, a shareholder’s notice shall be delivered to, or mailed and received by, the Secretary of the Company at the principal
executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding
year’s annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is advanced
more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date, then to be
timely such notice must be received no earlier than 120 days prior to such annual meeting and no later than the later of
70 days prior to the date of the meeting or the 10th day following the day on which public announcement of the date of the
meeting was first made. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a
new time period (or extend any time period) for the giving of a shareholder’s notice as described above. Such shareholder's
notice shall set forth: (i) as to each person whom such shareholder proposes to nominate for election or re-election as a
director, all information relating to such person that would indicate such person's qualifications, and such information that is
required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, (including such person's written consent to being
named in the Proxy Statement as a nominee and to serving as a director if elected), and (ii) as to the shareholder giving the
notice (x) the name and address, as they appear on our books, of such shareholder, and (y) the class and number
of shares of the Company’s capital stock that are beneficially owned by such shareholder.
Candidates to serve on the
Board will be identified from all available sources, including recommendations made by shareholders. The Nominating and Corporate Governance
Committee charter provides that there will be no differences in the manner in which the NCG evaluates nominees recommended by shareholders
and nominees recommended by the NCG or management, except that no specific process shall be mandated with respect to the nomination of
any individuals who have previously served on the Board.
Third Party Recommendations
In
connection with the 2025 Annual Meeting, the NCG did not receive any nominations from any shareholder or group of shareholders that owned
more than 5% of the Company’s common stock for at least one year.
The NCG met three (3) times
during fiscal 2024.
Compensation Committee Interlocks and Insider Participation
There are no Compensation
Committee “interlocks,” which generally means that no executive officer of the Company or the Bank served as a director or
member of the compensation committee of another entity, one of whose executive officers serves as a director or member of the Compensation
Committee.
Code of Ethics
The Board of Directors has
adopted a Code of Ethics governing our Chief Executive Officer and senior financial officers, as required by the Sarbanes-Oxley Act
and SEC regulations, as well as the Board of Directors and other senior members of management. Our Code of Ethics governs such matters
as conflicts of interest, use of corporate opportunity, confidentiality, compliance with law and the like. Our Code of Ethics is available
on our website at www.hanoverbank.com.
Board Leadership; Lead Independent Director
The Board of Directors has
appointed Mr. Puorro as our Chief Executive Officer and Chairman of the Board. The Board believes that the combination of these
two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and
efficient implementation of corporate strategy and is important in unifying our strategy behind a single vision. Our Board has also appointed
Mr. Robert Golden, an independent director, to serve as Lead Independent Director of the Board. As Lead Independent Director,
Mr. Robert Golden presides over all Board meetings when the Chairman is not present and presides over meetings of the non-management
directors held in executive session. The Lead Independent Director has the responsibility of meeting and consulting with the Chairman
and Chief Executive Officer on Board and committee meeting agendas, acting as a liaison between management and the non-management directors,
including maintaining frequent contact with the Chairman and Chief Executive Officer and advising him on the efficiency of the Board
meetings, and facilitating teamwork and communication between the non-management directors and management.
Risk Oversight
Risk is an inherent part
of the business of banking. Risks faced by Hanover Bank include credit risk relating to its loans and interest rate risk related to its
entire balance sheet. The Board of Directors oversees these risks through the adoption of policies and by delegating oversight to certain
committees, including the Audit Committee and the Loan and Asset/Liability Committees. These committees exercise oversight by establishing
a corporate environment that promotes timely and effective disclosure, fiscal accountability and compliance with all applicable laws
and regulations.
Hedging and Pledging Policy
The
Company considers it inappropriate for any director or officer to enter into speculative transactions in the Company’s securities
to attempt to separate the economic risk of holding the Company’s securities from the ownership of the securities. The Company’s
insider trading policy therefore prohibits the purchase or sale of puts, calls, options, or other derivative securities based on the
Company’s securities. This prohibition also includes hedging or monetization transactions, such as forward sale contracts, in which
the stockholder continues to own the underlying security without all the risks or rewards of ownership. In addition, the policy prohibits
directors and executive officers from pledging Company securities, either as collateral for a loan or otherwise. The prohibitions do
not apply to a broker-assisted cashless exercise of stock options granted as part of a Company incentive plan.
Policy Regarding Insider Trading
The Company has adopted
a Policy Regarding Insider Trading, which is filed as an exhibit to our Annual Report on Form 10-K, that governs the purchase, sale,
and other dispositions of the Company securities by directors, officers and employees and that is designed to promote compliance
with insider trading laws, rules and regulations and the NASDAQ exchange listing standards.
EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION
AND ANALYSIS
The
Compensation Committee (the “Committee”) and Hanover are both committed to a pay-for-performance philosophy. This Compensation
Discussion & Analysis (CD&A) provides information about the strategies and policies developed to ensure that executive
compensation is strongly correlated with Hanover’s overall performance and the individual performance of our executives.
Our Named Executive
Officers (NEO’s) for 2024 were:
Michael P. Puorro | |
Chairman & Chief Executive Officer |
McClelland Wilcox | |
President |
Joseph F. Burns | |
Executive Vice President & Chief Lending Officer |
Executive Summary
Business Results
2024
represented a difficult year for the banking industry, as the Federal Reserve’s “higher for longer” interest rate strategy
dampened loan demand and required enhanced monitoring of borrowers facing interest costs on variable rate loans as interest rates reset
to higher market rates. Despite this, Hanover continued to perform and position itself for future opportunities, while finishing the
year with a very strong fourth quarter. During 2024, we set the stage for our core systems conversion, which was finalized early in the
first quarter of 2025. This conversion will allow us to offer cutting edge products, including treasury and cash management products,
to better serve our commercial and consumer customers. We continued to diversify our loan portfolio, as our commercial and industrial
loans increased from $107.9 million to $168.9 million from year end 2023 to year end 2024, as our C&I lending team, based in our
Hauppauge Business Banking Center, continues to drive loan and deposit growth. During 2024, we also continued our expansion into desirable
markets on Long Island, signing a lease and obtaining regulatory approvals for our newest office in Port Jefferson, New York. This office
is expected to open late in the second quarter of 2025. Our asset quality remained strong during 2024 with non-performing loans totaling
$16.4 million at year end, or 0.82% of total loans outstanding.
Despite
the investments made during 2024, Hanover earned net income of $12.3 million or $1.66 per diluted share (including Series A
preferred shares), and finished the year strong with fourth quarter net income of $3.9 million or $0.52 per diluted share (including
Series A preferred shares) and an increase in net interest margin of 16 basis points over the prior sequential quarter.
Our Compensation
Approach
Our
long-range mission is to produce value for our shareholders by providing outstanding service and responsiveness to the markets and customers
we serve. These goals are reflected in Hanover’s compensation programs for its executive officers by:
|
● |
Creating balanced incentives that do not encourage NEO’s to expose Hanover to inappropriate
risks by providing excessive compensation that could lead to material loss; |
|
● |
Providing a market competitive overall compensation package so that Hanover may attract, retain
and reward highly qualified, motivated and productive executives; and |
|
● |
Rewarding individuals based on their responsibility and achievements within a framework that is
internally equitable. |
Performance-Based Compensation
Pay-for-performance
is a key objective of our executive compensation program. A significant portion of our compensation program focuses on performance-based
pay that rewards both our annual achievements as well as our ability to deliver long-term value to our shareholders. We have a balanced
approach to total compensation that includes a mix of base/fixed pay and variable/performance-based pay, a proportion of cash and equity
and a proportion of short- and long-term incentive compensation. For the fiscal year 2024, our compensation programs were designed
to ensure:
|
● |
That a significant portion of target pay is at-risk and based on performance;
and |
|
● |
That a meaningful portion of pay is denominated as equity. |
Compensation Design Principles
and Governance Best Practices
The
design principles of our executive compensation programs are intended to protect and promote the interests of our shareholders. Below
we summarize certain practices we have implemented to drive performance and those we have not implemented because we do not believe they
would serve our shareholders’ long-term interests.
|
o |
Pay for Performance — We provide a significant portion of pay based on performance (short-
and long-term) |
|
o |
Sound Risk Management — We discourage excessive risk taking and have designed our incentive
plans with appropriate risk-mitigating features |
|
o |
Clawback — We have adopted a clawback policy meeting the requirements of the NASDAQ listing
standards requiring the return of incentive compensation in the event of a financial restatement |
|
o |
Independence — The Committee is made up of independent members of the Board and engages Meridian
Compensation Partners, LLC, an independent compensation consultant |
|
o |
Competitive Benchmarking — We benchmark our compensation practices to ensure executive compensation
is consistent with the current market |
|
o |
Tax Gross-Ups — We do not provide excise tax gross-ups on benefits or in change-in-control
agreements |
|
o |
Stock Option Repricing — Our equity plans do not permit repricing of stock options that are
out-of-the-money |
|
o |
Excessive Perquisites — We do not permit perquisites other than those that are business-related |
|
o |
Hedging — Our insider trading policy prohibits the purchase or sale of puts, calls, options,
or other derivative securities based on the Company’s securities. This prohibition also includes hedging or monetization transactions,
such as forward sale contracts, in which the shareholder continues to own the underlying security without all the risks or rewards
of ownership |
|
o |
Pledging — Our insider trading policy also prohibits members of our Board and our executive
officers from pledging their Hanover shares as collateral |
Executive Compensation Objectives and Policies
We
use our executive compensation programs to align the interests of executive officers with our shareholders. Our programs are designed
to attract, retain and motivate leadership to support our growth and sustain our competitive advantage. Our compensation opportunities
are aligned with the competitive market with pay that is designed to vary depending on performance. We utilize a balance of fixed and
variable pay components, and cash and equity to determine our compensation. Our compensation program is designed to support our business
strategies, align our pay with our performance and reinforce sound compensation governance to mitigate excessive risk taking. The table
below gives an overview of the compensation components used in our program and matches each with one or more of the objectives described
above.
Compensation Component |
|
Purpose/Objective |
Base Salary |
|
● |
Provides a competitive level of fixed income based on role, experience and individual performance; target market median |
|
|
|
Annual Incentive Plan |
|
● |
Motivates and rewards executives for performance on key financial, operational and individual objectives in support of our annual business plan and broader corporate strategies |
|
|
|
|
|
|
● |
Rewards vary based on performance (higher performance will result in above market median pay; lower performance will result in below market median pay) |
Long-Term Incentive Plan |
|
● |
Aligns executives’ interests with those of shareholders through equity-based compensation |
|
|
|
|
|
|
● |
Encourages retention through multiple year and performance based vesting |
|
|
|
|
|
● |
Provides that a component of the equity-based compensation is performance based, contingent upon the Company attaining certain performance metrics |
|
|
|
Other Benefits |
|
● |
Provides a base level of competitive benefits for executive talent |
|
|
|
Employment Agreements/Severance & CIC Agreements |
|
● |
Provides employment security to key executives |
|
|
● |
Focuses executives on Company performance and transactions that are in the best interests of shareholders, regardless of the impact such transactions may have on the executive’s employment |
Peer Group & Competitive Benchmarking
The Compensation Committee
typically conducts benchmark reviews in connection with setting base salary levels and total compensation. The Committee’s independent
consultant developed a peer group consisting of 18 publicly traded financial institutions with a median asset size of $2.3 billion
as of March 2023 and which are headquartered in the Mid-Atlantic and Northeast regions which was approved by the Committee and used
for competitive benchmarking.
2024 Executive Compensation Program and Pay Decisions:
Base Salary
The
Compensation Committee reviews salaries each year with the goal to retain competitive positioning within the market as Hanover continues
to grow. For 2024, the Committee considered the base salaries paid by the peer group companies, Hanover’s current base salaries
and individual NEO performance, experience and any unique contributions of the NEO’s role(s) as appropriate. The table below
summarizes NEO salaries effective as of January 1, 2023, and January 1, 2024:
Executive | |
2023 Base Salary | | |
2024 Base Salary | | |
Percent Increase | |
Michael P. Puorro | |
$ | 625,000 | | |
$ | 682,000 | | |
| 9.1 | % |
McClelland Wilcox | |
$ | 525,000 | | |
$ | 550,000 | | |
| 4.8 | % |
Joseph F. Burns(1) | |
$ | 395,000 | | |
$ | 395,000 | | |
| 0.0 | % |
(1) | Mr. Burns joined Hanover in November 2023 |
In setting base salaries
for 2025, our Compensation Committee took into consideration a number of factors, including Hanover’s performance in 2024 during
the continued high rate environment, the success of our Hauppauge Business Banking Center and the growth of our C&I portfolio, and
our continued strong asset quality. The table below sets forth the base salaries of our NEO’s for 2024:
Executive | |
2025 Base Salary | | |
Percent Increase from 2024 | |
Michael P. Puorro | |
$ | 716,000 | | |
| 5.0 | % |
McClelland Wilcox | |
$ | 575,000 | | |
| 4.5 | % |
Joseph F. Burns | |
$ | 406,850 | | |
| 3.0 | % |
Annual Incentive
An
important element of our performance-based pay program is our Executive Annual Incentive Plan, which provides cash incentives based
on attaining pre-established goals including Hanover’s pre-tax, pre-provision net revenue, pre-tax, pre-provision return on
average assets, and net charge-off ratio, based on Hanover originated loans (i.e., excluding loans acquired in the Chinatown or
Savoy transactions). In addition, a component of the payout is based on the attainment of non-financial strategic goals. As
discussed above, these goals are measured on a calendar year basis. Each participant has a target incentive opportunity expressed as
a percentage of base salary, although actual payouts can range from a 50% payout at threshold performance on each performance metric
to 150% of target for stretch performance on each performance metric, with no payout if a performance metric is below threshold.
Hanover’s financial performance in 2024 resulted in a payout slightly below target in the aggregate. In addition, in setting
the bonus payments, the Committee took into account the attainment of corporate goals by Hanover, which under the plan have a 25%
weighting, including:
|
● |
Successfully setting the stage for our core systems conversion, including identifying the most
appropriate vendor negotiating all related contracts and commencing the implementation; |
|
● |
Strengthening our deposit generation teams in Nassau and Suffolk Counties; |
|
● |
To further support our deposit generation efforts, identifying, obtaining regulatory approval for
and establishing a new office in Suffolk County; |
|
● |
Growth of C&I loans with corresponding deposit generation; |
|
● |
Enhancing our brand in the competitive Long Island market; |
|
● |
Expanded the Bank’s “brand” through the use of an enhanced website, social media
presence and community and business outreach; and |
|
● |
Increasing and further demonstrating our commitment to the communities we serve, by enhancing our
grants and donations programs, our CRA related lending and our CRA related service. |
In
determining the performance of each NEO, the Committee considered its assessment of the Chief Executive Officer’s performance and
the Chief Executive Officer’s evaluation of each NEO’s performance. In light of the forgoing, the Committee approved the
following incentive awards for 2024 for our NEO’s:
Executive | |
2024 Target Annual Incentive Award | | |
2024 Actual Annual Incentive Award | |
Michael P. Puorro | |
$ | 375,100 | | |
$ | 375,447 | |
McClelland Wilcox | |
$ | 220,000 | | |
$ | 220,204 | |
Joseph F. Burns | |
$ | 138,250 | | |
$ | 138,378 | |
Long-Term Incentives – Equity-Based
Awards
The
Company’s equity incentive program is designed to be performance-based, align executives with shareholder interests and promote
the long-term success of the Company. Grants are based upon the Committee’s view of the individual achievements of the NEO’s.
Grants are evenly divided between time vested (“TVU’s”) and performance vested (“PVU’s”) restricted
stock units. All TVU’s granted are subject to a five-year vesting requirement. PVU’s are granted at target and earned based
on our future three-year performance for the period January 1, 2025 through December 31, 2027. The potential number of shares that can
vest following the three-year performance period range from 0% to 150% of the target levels depending on our Core Return on Average Assets
(Core ROA) performance relative to an industry index (a 50% weighting) and the growth in our tangible book value relative to an industry
index (a 50% weighting). “Core ROA” is defined by S&P Capital IQ as net income, excluding the after-tax effect of realized
gains/losses on securities, nonrecurring items and amortization of intangibles and goodwill divided by average assets.
For
2024, grants were approved by the Committee as follows:
Executive | |
TVU’s Granted | | |
PVU’s Granted | |
Michael P. Puorro | |
| 9,335 | | |
| 9,336 | |
McClelland Wilcox | |
| 5,228 | | |
| 5,228 | |
Joseph F. Burns | |
| 2,253 | | |
| 2,253 | |
Grants under the long-term
incentive program are made under the Company’s 2018 Equity Compensation Plan or the 2021 Equity Compensation Plan.
Benefits and Other Compensation
Retirement Benefits
and Perquisites
One of the goals of the
Company’s compensation program is to provide limited retirement benefits to our NEO’s as an additional retention tool. Executives
participate in Hanover’s 401(k) plan, which is offered to all employees. They may also receive a grant of equity awards pursuant
to the Company’s Equity Compensation Plan, which may vest at retirement. At this time, Hanover does not offer any other retirement
benefits to its NEO’s. As stated in the Executive Compensation Objectives and Policies section, Hanover does not place emphasis
on perquisites for NEO’s, although a car allowance is provided to each NEO to offset any and all automobile expenses (mileage,
tolls, insurance, gas) incurred as part of their job duties.
Employment Agreements
The
Company is party to employment agreements with several executives. Those agreements are described elsewhere in this Proxy Statement under
“Executive Compensation.”
Roles & Responsibilities
Compensation Committee
The
Compensation Committee of the Board of Directors is responsible for discharging the Board’s duties in executive compensation matters
and for administering the Company’s incentive and equity-based plans. This includes oversight of the total compensation programs
for the Company’s CEO and other executive officers, including all NEO’s. The Committee is comprised solely of independent
directors. The Committee receives input and data from Hanover’s Finance and Human Resources functions as well as outside consultants
and advisors to provide external reference and perspective.
The
Committee reviews all compensation components for the Company’s Chief Executive Officer and other executive officers, including
base salary, cash and equity annual incentive awards, and other benefits and perquisites. The Committee reviews the Chief Executive Officer’s
performance annually and makes decisions regarding the NEO’s compensation, including base salary, incentives and equity grants
based on this review. The Compensation Committee reviews its decisions with the full Board of Directors.
The
Committee has the sole authority and resources to obtain advice and assistance from internal or external legal, human resources, accounting
or other advisors and consultants as it deems desirable or appropriate. The Committee has direct access to outside advisors and consultants
throughout the year as they relate to executive compensation. The Committee has direct access to and meets periodically with the compensation
consultant independently of management.
Independent Compensation Consultant
The
Compensation Committee utilizes Meridian Compensation Partners, LLC as its compensation consultant. Meridian reports directly to
the Committee and performs no other work for the Company. The consultant carries out its responsibilities to the Committee as requested
by the Committee. The Committee has reviewed and concluded that Meridian’s consultation services comply with the standards adopted
by the SEC and by Nasdaq with respect to compensation advisor independence and conflicts
of interest.
Management
Although
the Committee makes independent determinations on all matters related to compensation of the NEO’s, certain members of management
may be requested to attend or provide input to the Committee. Input may be sought from the Chief Executive Officer, President, Chief
Financial Officer, or others to ensure the Committee has the information and perspective it needs to carry out its duties.
In
particular, the Committee seeks input from the Chief Executive Officer on matters relating to strategic objectives, Company performance
goals and input on his assessment of the NEO’s, including contribution and individual performance of each of his direct reports.
The Chief Executive Officer, President and Chief Financial Officer often assist the Committee on matters of design, administration and
operation of the Company’s compensation programs.
Although
executives may provide insight, suggestions or recommendations regarding executive compensation, they are not present during the
Compensation Committee’s deliberations or vote. Only Compensation Committee members vote on decisions regarding executive
compensation. The Committee regularly meets in executive session without management present. While the Chief Executive Officer makes
recommendations on other NEO’s, the Committee is ultimately responsible for approving compensation for all NEO’s. The
Chief Executive Officer’s compensation is discussed in executive session without members of management, including the Chief
Executive Officer, present.
Additional Information
about Our Compensation Practices
As a matter of sound governance,
we follow certain practices with respect to our compensation program. We regularly review and evaluate our compensation practices in
light of regulatory developments, market standards and other considerations.
EXECUTIVE COMPENSATION
Summary Compensation Table
The table below sets forth
information concerning the compensation of our Chief Executive Officer and our next two most highly compensated executive officers (the “NEO’s”)
for the fiscal year ended December 31, 2024:
Summary Compensation
Table
Name and | |
| | |
Salary | | |
Bonus | | |
Stock Awards (1) | | |
Option Awards | | |
Non-equity incentive plan
compensation | | |
Change in pension value and non- qualified deferred compensation
earnings | | |
All other compensation (2) | | |
Total | |
Principal Position | |
Year | | |
($) | | |
($) | | |
($) | | |
($) | | |
($) | | |
($) | | |
($) | | |
($) | |
(a) | |
(b) | | |
(c) | | |
(d) | | |
(e) | | |
(f) | | |
(g) | | |
(h) | | |
(i) | | |
(j) | |
Michael P. Puorro, Chairman and Chief Executive Officer | |
2024 | | |
| 682,000 | | |
| - | | |
| 196,055 | | |
| - | | |
| 205,853 | | |
| - | | |
| 47,560 | | |
| 1,131,468 | |
| |
2023 | | |
| 625,000 | | |
| - | | |
| 187,483 | | |
| - | | |
| 281,250 | | |
| - | | |
| 46,712 | | |
| 1,140,445 | |
| |
2022 | | |
| 625,000 | | |
| - | | |
| 736,462 | | |
| - | | |
| 391,500 | | |
| - | | |
| 39,292 | | |
| 1,792,254 | |
McClelland Wilcox, President | |
2024 | | |
| 550,000 | | |
| - | | |
| 134,376 | | |
| - | | |
| 112,875 | | |
| - | | |
| 24,473 | | |
| 821,724 | |
| |
2023 | | |
| 525,000 | | |
| - | | |
| 131,248 | | |
| - | | |
| 157,500 | | |
| - | | |
| 25,004 | | |
| 838,752 | |
| |
2022 | | |
| 525,000 | | |
| - | | |
| 517,498 | | |
| - | | |
| 222,750 | | |
| - | | |
| 21,716 | | |
| 1,286,964 | |
Joseph F. Burns, Executive Vice President and Chief Lending Officer (3) | |
2024 | | |
| 395,000 | | |
| - | | |
| - | | |
| - | | |
| 100,000 | | |
| - | | |
| 22,969 | | |
| 517,969 | |
| |
2023 | | |
| 40,393 | | |
| - | | |
| 141,600 | | |
| - | | |
| - | | |
| - | | |
| 800 | | |
| 182,793 | |
| |
2022 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
|
(1) |
Stock awards reported reflect the grant date fair value of restricted stock awards and performance
awards under Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation (“ASC Topic 718”). |
|
(2) |
All other compensation consists of 401(k) matching contributions, automobile allowance, and
life insurance premiums. |
|
(3) |
Mr. Burns commenced employment on November 16, 2023. |
Outstanding Equity Awards at Fiscal Year-End |
| |
Option Awards | | |
Stock Awards | |
| |
Number of securities underlying unexercised options (#) exercisable | | |
Number of securities underlying unexercised options(#) un-exercisable | | |
Equity incentive plan awards: Number of securities underlying unexercised unearned options | | |
Option exercise price | | |
Option expiration date | | |
Number of shares or units of stock that have not vested | | |
Market value of shares or units of stock that have not vested | | |
Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested | | |
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested | |
Name | |
(#) | | |
(#) | | |
(#) | | |
($) | | |
(#) | | |
(#) | | |
($) | | |
(#) | | |
(#) | |
(a) | |
| (b) | | |
| (c) | | |
| (d) | | |
| (e) | | |
| (f) | | |
| (g) | | |
| (h) | | |
| (i) | | |
| (j) | |
Michael P. Puorro | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 14,257 | | |
| 328,695 | | |
| 38,901 | | |
| 896,863 | |
McClelland Wilcox | |
| 42,000 | | |
| — | | |
| — | | |
| 6.25 | | |
| 7/1/2025 | | |
| 9,978 | | |
| 230,043 | | |
| 27,101 | | |
| 624,814 | |
Joseph F. Burns | |
| | | |
| | | |
| | | |
| | | |
| | | |
| — | | |
| — | | |
| 6,400 | | |
| 147,552 | |
We are party to employment
agreements with each of Messrs. Puorro, Chairman and Chief Executive Officer, and McClelland Wilcox, President.
Mr. Puorro’s
agreement has a term of three years and renews for an additional twelve-month period each year. Mr. Puorro is to receive a
base salary of at least $364,375, subject to annual adjustment. During the fiscal year ended December 31, 2024, he received a base
salary of $682,000. He is also eligible to participate in our incentive plans and other benefit plans for executive officers. Mr. Puorro
is to receive an $1,400 per month car allowance, and we will reimburse Mr. Puorro for his premiums on a life insurance policy he
owns. In the event that Mr. Puorro’s employment is terminated without cause, he is entitled to receive a lump sum payment
equal to the sum of two times (i) his then current base salary, (ii) the highest cash bonus paid to him over the prior three years,
(iii) the highest grant date value of any equity award granted to Mr. Puorro over the prior three years, and (iv) his
annual automobile allowance. In addition, we will maintain Mr. Puorro’s then current health, hospital, medical and life insurance
benefits in effect for two years after his termination or pay Mr. Puorro the value of the premiums for such coverage. In the
event of a merger, acquisition or change-in-control transaction, Mr. Puorro will be entitled to a lump sum payment equal to the
sum of 2.99 times (i) his then current base salary, (ii) the highest cash bonus paid to him over the prior three years,
(iii) the highest grant date value of any equity award granted to Mr. Puorro over the prior three years, and (iv) his
annual automobile allowance. In addition, Mr. Puorro’s then current health, hospital, medical
and life insurance benefits are to be maintained in effect for three years after the change in control transaction, or Mr. Puorro
is to be paid the value of the premiums for such coverage. The benefits upon a change in control are subject to reduction to avoid the
imposition of excise taxes under Section 4999 of the Code, provided that such reduction would result in a better after-tax result
for Mr. Puorro. Had a change in control occurred as of December 31, 2024, at
an assumed price equal to 120% of our then tangible book value (a price of $28.63), Mr. Puorro
would have been entitled to receive a net payment, after the reduction required to ensure that the payments would not constitute an excess
parachute payment, of approximately $2.2 million under his employment agreement.
Mr. Wilcox’s
agreement provides for a minimum base of $525,000, subject to annual adjustment. During the fiscal year ended December 31, 2024, he
received a base salary of $550,000. He is also eligible to participate in our incentive plans and other benefit plans for executive
officers. Mr. Wilcox’s agreement has a term of three years and renews for an additional twelve-month period each
year. In the event that Mr. Wilcox’s employment is terminated without cause he is entitled to a lump sum payment equal to
two times the sum of (i) his then current annual base salary, (ii) the highest cash bonus paid to him in the prior
three years, and (iii) the highest full grant date value of any equity award granted over the prior three years, if
any. In addition, in the event of a change in control, the employment agreement provides for payment to Mr. Wilcox of
2.99 times the sum of (i) his then current annual base salary, (ii) the highest cash bonus payment paid to Employee
over the past three years, and (iii) the highest full grant date value of any equity award granted over the past three years.
In addition, we will maintain Mr. Wilcox’s then current health, hospital, medical and life insurance benefits in effect
for three years after his termination or pay Mr. Wilcox the value of the premiums for such coverage. The benefits upon a
change in control are subject to reduction to avoid the imposition of excise taxes under Sections 280G and 4999 of the
Code, provided that such reduction would result in a better after-tax result for Mr. Wilcox. Had a change in control occurred
as of December 31, 2024, at an assumed price equal to 120% of our then tangible book value (a price of $28.63), Mr. Wilcox
would have been entitled to receive a net payment, after the reduction required to ensure that the payments would not constitute an
excess parachute payment, of approximately $1.7 million under his employment agreement. The employment agreement subjects
Mr. Wilcox to a covenant not to compete during the period of his employment and for one year following a termination of his
employment except in cases where employment is terminated without cause.
We are also a party to a
change in control agreement with Mr. Joseph F. Burns, our Executive Vice President and Chief Lending Officer. Mr. Burns’s
agreement provides that in the event of a change of control (as therein defined), Mr. Burns shall be entitled to receive a lump
sum payment equal to one (1) times the sum of (i) his then current annual base salary, and (ii) the highest cash
bonus payment paid to him over the past three years. The agreement contains customary non-solicitation and confidentiality covenants.
Mr. Burns’s benefits under the agreement are subject to reduction in the event the benefits would constitute an “excess
parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended. The agreement is further subject to
compliance with Section 409A of the Internal Revenue Code. Had a change in control occurred
as of December 31, 2024, at an assumed price equal to 120% of our then tangible book value (a price of $28.63), Mr. Burns
would have been entitled to receive a net payment, after the reduction required to ensure that the payments would not constitute an excess
parachute payment, of approximately $495 thousand under his agreement.
Director Compensation
We pay our non-employee
members of the Board a retainer of $36,996 annually. Our Lead Independent Director also receives an additional retainer of $3,750 per
quarter, and our committee chairs receive an additional fee of between $2,500 and $14,000 per year. We also pay committee fees to those
Board members who serve on Board committees. Our Directors also participate in our equity compensation plans. The table below shows the
compensation paid to our non-employee directors for the fiscal year ended December 31, 2024.
Director Compensation |
Name | |
Fees earned or paid in cash | | |
Stock Awards | | |
Options awards | | |
Non-equity incentive plan compensation | | |
Nonqualified deferred compensation earnings | | |
All other compensation | | |
Total | |
| |
($) | | |
($) | | |
($) | | |
($) | | |
($) | | |
($) | | |
($) | |
(a) | |
(b) | | |
(c) | | |
(d) | | |
(e) | | |
(f) | | |
(g) | | |
(h) | |
Varkey Abraham | |
| 38,913 | | |
| 34,994 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 73,907 | |
Robert Golden | |
| 52,788 | | |
| 34,994 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 87,782 | |
Ahron H. Haspel | |
| 49,413 | | |
| 34,994 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 84,407 | |
Michael Katz | |
| 41,538 | | |
| 34,994 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 76,532 | |
Metin Negrin | |
| 49,288 | | |
| 34,994 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 84,282 | |
Philip Okun | |
| 52,038 | | |
| 34,994 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 87,032 | |
Elena Sisti | |
| 46,663 | | |
| 34,994 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 81,657 | |
John R. Sorrenti | |
| 39,913 | | |
| 34,994 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 74,907 | |
Michael Thaden (1) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
(1) Mr. Thaden serves as director designee of Castle
Creek, and does not receive any direct compensation for his services as a director.
Interest of Management and Others in Certain
Transactions; Review, Approval or Ratification of Transactions with Related Persons
Under
Hanover Community Bank’s Code of Ethics, the Chairman of the Audit Committee is to review and approve all related party transactions
involving members of the Board, other than extensions of credit by the Bank in the ordinary course of its business. Under banking regulation,
those extensions of credit must be approved by the full Board of Directors.
By
“related party transaction,” we mean a transaction between the Company or any of its subsidiaries, on the one hand, and an
executive officer, director or immediate family member of an executive officer or a director, on the other hand.
We
have made in the past and, assuming continued satisfaction of generally applicable credit standards, expect to continue to make
loans to directors, executive officers and their associates (i.e., corporations or organizations for which they serve as officers or
directors or in which they have beneficial ownership interests of ten percent or more). These loans have all been made in the
ordinary course of the Bank’s business on substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with persons not affiliated with Hanover and do not involve more than the normal
risk of collectability or present other unfavorable features.
PROPOSAL 2 - RATIFICATION
OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit Committee has appointed the firm of Crowe LLP to act as our independent registered public accounting firm and to audit our
consolidated financial statements for the next fiscal year. This appointment will continue at the pleasure of the Audit Committee and
is presented to the shareholders for ratification as a matter of good governance. In the event that this appointment is not ratified
by our shareholders, the Audit Committee will consider that fact when it selects independent auditors for the following fiscal year.
Crowe
LLP has served as our independent registered public accounting firm since 2019, and one or more representatives of Crowe LLP will
be present at the Annual Meeting. These representatives will be provided an opportunity to make a statement at the Annual Meeting if
they desire to do so and will be available to respond to appropriate questions from shareholders.
The
following table sets forth a summary of the fees billed or expected to be billed to the Company by Crowe LLP for professional services
rendered for the years ended December 31, 2024, and September 30, 2023.
PRINCIPAL ACCOUNTING FIRM FEES
Aggregate
fees billed to the Company for the fiscal years ended December 31, 2024, and September 30, 2023, by the Company’s principal
accounting firm are shown in the following table:
| |
December 31, 2024 | | |
September 30, 2023 | |
Audit Fees | |
$ | 595,350 | | |
$ | 347,000 | |
Audit Related Fees | |
| 25,410 | | |
| - | |
Tax Fees | |
| - | | |
| - | |
Other Fees | |
| - | | |
| - | |
Total Fees | |
$ | 620,760 | | |
$ | 347,000 | |
Required Vote
THE
PROPOSAL TO RATIFY THE SELECTION OF CROWE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE NEXT FISCAL YEAR
END, REQUIRES AN AFFIRMATIVE VOTE OF THE MAJORITY OF THE SHARES REPRESENTED ONLINE OR
BY PROXY AT THE ANNUAL MEETING AND ENTITLED TO VOTE ON THE PROPOSAL.
Recommendation
THE
BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF CROWE LLP AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE NEXT FISCAL YEAR END.
SHAREHOLDER PROPOSALS
Under
our Bylaws, proposals of shareholders to be included in the Company’s 2026 proxy material and addressed at the 2026 Annual Meeting
must be received by the Secretary of the Company no more than 120 days, and no less than 90 days, from the anniversary date
of this Annual Meeting. Therefore, shareholder proposals for the 2026 Annual Meeting must be received by the Secretary of the Company
no later than January 30, 2026.
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of
the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than ten percent of
a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities
and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by regulation of the Securities
and Exchange Commission to furnish the Company with copies of all Section 16(a) forms they file. The Company believes that
all persons associated with the Company and subject to Section 16(a) have made all required filings on a timely basis for the
fiscal year ended December 31, 2024.
OTHER MATTERS
Management knows of no other
matters to be presented for consideration at the meeting, or any adjournments thereof. If any other matters shall properly come before
the meeting for action by the shareholders, proxies in the enclosed form returned to the Company will be voted in accordance with the
recommendation of the Board of Directors or, in the absence of such a recommendation, in accordance with the best judgment of the proxy
holder for the shareholder, pursuant to discretionary authority granted therein.

| 01 - Michael P. Puorro 02 - Metin Negrin 03 - Elena Sisti
41BV
For Withhold For Withhold For Withhold
A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposal 2.
044AJB
2. To ratify the appointment of Crowe LLP as the Company’s
independent registered public accountants for the fiscal year
ending December 31, 2025.
1. Election of Directors:
For Against Abstain
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give
full title.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.
2025 Annual Meeting Proxy Card
Using a black ink pen, mark your votes with an X as shown in this example.
Please do not write outside the designated areas.
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
You may vote online or by phone instead of mailing this card.
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04 - Michael Thaden
MMMMMMMMMMMM
MMMMMMMMM
1234 5678 9012 345
646587
000001MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
ENDORSEMENT_LINE______________ SACKPACK_____________
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2024
MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
C 1234567890 J N T
MMMMMMM |

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Notice of 2025 Annual Meeting of Shareholders
Proxy Solicited by Board of Directors for Annual Meeting — April 30, 2025, 9:00 a.m., Eastern Time
Gregory Krauss, with the power of substitution, is hereby authorized to represent and vote the shares of the undersigned, with all the powers which the
undersigned would possess if personally present, at the 2025 Annual Meeting of Shareholders of Hanover Bancorp, Inc. to be held on Wednesday, April 30, 2025, at
9:00 a.m., Eastern Time, or at any postponement or adjournment thereof. The undersigned hereby revokes any proxy previously given to vote at the 2025 Annual
Meeting of Shareholders of Hanover Bancorp, Inc.
Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the proxy will have authority to vote FOR the election
of the Board of Directors, and FOR the ratification of the appointment of Crowe LLP as the Company’s independent registered public accountants for the
fiscal year ending December 31, 2025.
In their discretion, the proxy is authorized to vote upon such other business as may properly come before the 2025 Annual Meeting of Shareholders.
(Items to be voted appear on reverse side)
Hanover Bancorp, Inc.
C Non-Voting Items
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
Change of Address — Please print new address below. Comments — Please print your comments below.
The 2025 Annual Meeting of Shareholders of Hanover Bancorp, Inc. will be held on
Wednesday, April 30, 2025 at 9:00 A.M. EST, virtually via the internet at http://meetnow.global/MX2ZNMH.
To access the virtual meeting, you must have the information that is printed in the shaded bar
located on the reverse side of this form. |
DEF 14A
Hanover Bancorp, Inc. /NY
0001828588
false
0001828588
2024-01-01
2024-12-31