Ahron H. Haspel
About Ahron H. Haspel
Ahron H. Haspel, age 82, is an independent director of Hanover Bancorp, Inc. (HNVR) and a qualified audit committee financial expert. He has served on Hanover’s Board since 2012, with his current term expiring in 2027; his background includes partner roles at Jones Day (corporate tax/M&A) and KPMG (Board member; Audit, Compensation, Strategic Planning Committees), and degrees from LIU (BS Accounting), Brooklyn Law School (JD), and NYU School of Law (LLM Taxation). He is a CPA and member of the New York Bar, and serves as Trustee at North European Oil Royalty Trust (NRT), chairing its Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Day | Partner (Corporate Tax; M&A) | Feb 2005 – Jan 2011 (retired) | Senior tax counsel; M&A specialization |
| KPMG LLP | Partner; Board Director | Prior to Feb 2005 | Served on KPMG’s Audit, Compensation, and Strategic Planning Committees |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North European Oil Royalty Trust (NYSE: NRT) | Trustee | Not disclosed | Chair of Audit and Compensation Committees |
| Philanthropic organizations | Board member | Not disclosed | Governance/community involvement (organizations not specified) |
Board Governance
- Independence: Independent under Nasdaq; only the CEO is non-independent. Haspel is designated an “audit committee financial expert” .
- Attendance: Board met 14 times in FY2024; each director attended at least 75% of aggregate Board+committee meetings. All then-current directors participated in the 2024 virtual annual meeting; five of nine then-sitting directors attended live .
- Lead Independent Director context: Robert Golden serves as Lead Independent Director, presiding over executive sessions and liaising with management .
| Committee | Role | Independence | FY2024 Meetings |
|---|---|---|---|
| Audit Committee | Chair | All members independent; Haspel is an SEC “audit committee financial expert” | 6 |
| Compensation Committee | Member | All members independent | 3 |
| Nominating & Corporate Governance Committee | Chair | All members independent | 3 |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $36,996 | Standard for non-employee directors |
| Lead Independent Director retainer | $3,750 per quarter | For Lead Independent Director (not Haspel) |
| Committee Chair fees | $2,500–$14,000 per year | Applies to committee chairs (Haspel chairs Audit and NCG) |
| Committee membership fees | Paid in addition to retainer | Committee service compensation structure |
| Haspel—2024 Fees earned (cash) | $49,413 | Actual cash paid in FY2024 |
| Haspel—2024 Stock awards (grant-date FV) | $34,994 | Director equity compensation |
| Haspel—2024 Options awards | $0 | No options granted to directors in FY2024 |
| Haspel—2024 Total director compensation | $84,407 | Cash + stock awards |
Performance Compensation
- Directors: No performance-based cash metrics disclosed for directors; equity is granted via stock awards (no options), with grant-date fair value reported; no director-specific vesting schedules or performance metrics disclosed .
| Metric | Structure | Details |
|---|---|---|
| Stock awards for directors | Equity retainer | Haspel: $34,994 grant-date fair value in 2024; vesting terms not disclosed for directors |
| Performance metrics tied to director pay | Not disclosed | No TSR/ROA/ESG targets disclosed for director compensation |
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Notes |
|---|---|---|---|
| North European Oil Royalty Trust (NRT) | Trustee | Chair, Audit & Compensation | Only public company role disclosed; no compensation committee “interlocks” at HNVR per proxy |
- Compensation Committee interlocks: None; no HNVR executive served on another entity’s compensation committee where that entity’s executive serves on HNVR’s Compensation Committee .
Expertise & Qualifications
- Qualified “audit committee financial expert” under SEC rules .
- CPA; NY Bar member; deep tax, corporate governance, and M&A expertise; advanced tax law credentials (LLM) .
- Relevant public-company board and committee leadership experience at NRT (Audit and Compensation Chair) .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 67,116 | Mar 11, 2025 | 0.90% of class |
| Shares outstanding | 7,200,883 | Mar 11, 2025 | Basis for % ownership |
| Restricted stock included | 5,940 | Mar 11, 2025 | Subject to future vesting; voting currently permitted |
| Indirect via LLC | 39,673 | Mar 11, 2025 | Held by an LLC controlled by Haspel |
| Options (exercisable/unexercisable) | None disclosed for Haspel | FY2024 | Director options awards not granted in 2024 |
| Pledged shares | None disclosed; pledging prohibited by policy | Policy level | Company prohibits directors from pledging securities |
| Hedging | Prohibited by policy | Policy level | No hedging/derivative transactions allowed |
Governance Assessment
- Committee leadership and expertise: Haspel chairs both the Audit Committee and the Nominating & Corporate Governance Committee, providing oversight of financial reporting, internal controls, and board composition; he also serves on the Compensation Committee. His SEC “audit committee financial expert” designation and prior KPMG Board committee experience strengthen Hanover’s financial governance rigor .
- Independence and attendance: Independent under Nasdaq; Board met 14 times in 2024 with each director attending at least 75% of Board+committee meetings—consistent engagement. All current directors participated in the 2024 virtual annual meeting; five of nine attended live .
- Ownership alignment: 67,116 shares (0.90% of outstanding), including 5,940 restricted shares and 39,673 held via an LLC he controls—meaningful “skin in the game” for a regional bank board member; pledging/hedging prohibited by policy, reducing alignment risk .
- Compensation and potential conflicts: Director pay structure includes cash retainer and equity grants; Haspel’s 2024 director comp totaled $84,407 (cash $49,413; stock $34,994). The proxy discloses related-party transaction oversight led by the Audit Committee Chair (role held by Haspel) and details the Board’s independence determination process for transactions (e.g., JRS Architect engagement). No related-party transactions are reported involving Haspel .
- RED FLAGS: None disclosed for Haspel regarding hedging/pledging, related-party transactions, legal proceedings, or compensation interlocks. Note age (82) and long tenure (since 2012) as succession/refreshment considerations for board effectiveness over time .
Overall signal: Strong governance credentials with dual committee chair roles and audit expertise, solid attendance, and ownership alignment. No apparent conflicts disclosed; policy prohibitions on pledging/hedging support investor alignment .