John R. Sorrenti
About John R. Sorrenti
Independent director since 2012; age 74; FAIA architect and Founder/President of JRS Architect, P.C. He holds a B.Arch and MBA from New York Institute of Technology and an M.Arch from Ohio University. He is considered independent under Nasdaq rules; only the CEO is non‑independent on HNVR’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JRS Architect, P.C. | Founder & President | Ongoing | Leads a full‑service architectural, interiors and preservation practice in NY metro area |
| American Institute of Architects (AIA) – Long Island | Chapter President | 1989 | Regional leadership; community and profession impact |
| AIA – New York State | State President | 1994 | Statewide leadership |
| AIA – National | National Vice President | 1997 | National governance and policy |
| AIA College of Fellows | Chancellor | 2016 | Chaired national representative program; highest professional recognition (FAIA) |
| National Council of Architectural Registration Boards (NCARB) | Regional Director | Prior years | Licensure and standards oversight |
| ADA Guidelines/NYC ADA Code | Contributor | 1991 (ADA), 1993 (NYC) | Helped establish accessibility guidelines/codes |
| AIA LI | Lifetime Achievement; Community Service Honor | 2008; 2017 | Recognition for career and community service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NY State Education Board of Architecture | Extended Member; prior Chair | Ongoing | State oversight of architectural education/licensure |
| Town of North Hempstead | Chair, Landmarks Commission | Ongoing | Local preservation governance |
Board Governance
- Board tenure/class: Director; term runs through 2026 (board is classified) .
- Independence: Board majority independent; Sorrenti deemed independent despite an arms‑length related‑party engagement (see Related‑party section) .
- Committees: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees in FY2024; Audit chaired by A. Haspel; Compensation chaired by M. Negrin; NCG chaired by A. Haspel .
- Lead Independent Director: Robert Golden (presides over executive sessions; agenda liaison) .
- Attendance: Board met 14 times in 2024; each director attended at least 75% of aggregate board/committee meetings . Prior year: 13 meetings; each director ≥75% .
- Annual Meeting participation: Company encourages director participation; in 2024’s virtual meeting five of nine directors attended; in 2023, four named directors did not participate .
Fixed Compensation
- Structure evolution:
- FY2024: Non‑employee director annual retainer $36,996; LID receives $3,750 per quarter; committee chair fees $2,500–$14,000; committee membership fees also paid .
- FY2023 (fiscal year ended Sep 30, 2023): Annual retainer $25,000 plus $1,000 per board meeting; LID $3,750 per quarter; committee chair fees $2,500–$13,400 .
| Component ($) | FY2023 | FY2024 |
|---|---|---|
| Fees earned (cash) | 38,413 | 39,913 |
| Stock awards (grant-date fair value) | 31,998 | 34,994 |
| Total | 70,411 | 74,907 |
- Equity award form: Directors participate in equity plans; stock awards are restricted stock subject to future vesting (see Equity Ownership; specific vesting schedule for directors not disclosed) .
Performance Compensation
- Directors do not have performance‑based incentive pay; no disclosed EPS/ROA/TSR metrics tied to director compensation. Equity awards are time‑vested restricted stock; performance metrics and vesting schedules for directors are not specified in proxies .
| Metric | Definition | Target | Weighting | Result |
|---|---|---|---|---|
| Not applicable | Directors compensated via fixed cash retainer and time‑vested stock; no performance plan disclosed | — | — | — |
Other Directorships & Interlocks
- Public company boards: None disclosed for Sorrenti; HNVR notes no director serves on another public company board except Ahron H. Haspel (Trustee, North European Oil Royalty Trust) .
- Compensation committee interlocks: None (no cross‑board executive/director compensation interlocks) .
Expertise & Qualifications
- FAIA; extensive architectural leadership with AIA and NCARB; contributor to ADA guidelines and NYC ADA Code; recognized with AIA LI Lifetime Achievement and Community Service awards. Education: B.Arch (NYIT), M.Arch (Ohio University), MBA (NYIT) .
Equity Ownership
- Hedging/pledging: Company policy prohibits directors/officers from hedging or pledging company securities; broker‑assisted cashless option exercise exception applies to options only .
| Ownership Detail | As of Jan 12, 2024 | As of Mar 11, 2025 |
|---|---|---|
| Shares beneficially owned | 42,169 | 45,617 |
| % of shares outstanding | 0.57% | 0.61% |
| Restricted stock subject to future vesting (voting permitted) | 6,921 | 5,940 |
| Options exercisable/unexercisable | Not disclosed (none noted) | Not disclosed (none noted) |
| Pledged shares | None disclosed |
Related‑Party Transactions and Conflicts
- JRS Architect, P.C. (Sorrenti’s firm) provided design/architectural services for HNVR’s branch renovations:
- FY2024: ~$64,000 in fees; Board concluded independence not impaired given immateriality and non‑advisory nature of services .
- FY2023: ~$77,000 in fees; Board similarly concluded independence not impaired .
- Review process: Audit Committee Chair reviews/approves related‑party transactions (loans reviewed by full Board per banking regulation) .
- RED FLAG assessment: The recurring vendor relationship is a potential appearance‑of‑conflict; mitigants include low dollar amounts, non‑strategic service scope, formal independence assessment, and prohibited hedging/pledging policies .
Say‑on‑Pay & Shareholder Feedback
- Annual Meeting 2025 (record date: Mar 11, 2025): Shareholders voted on director elections and auditor ratification; no say‑on‑pay item listed .
- Annual Meeting 2024 (record date: Jan 23, 2024): Shareholders voted on reincorporation to Maryland, charter amendment for board‑authorized share changes, director elections, and auditor ratification; no say‑on‑pay item listed .
Governance Assessment
- Board effectiveness: Sorrenti brings long‑tenured local business leadership and regulatory/policy experience (ADA, licensure boards), supporting community banking governance needs .
- Independence/engagement: Independent; attended ≥75% of meetings; no standing committee roles recorded in FY2024, which modestly limits direct committee influence .
- Alignment: Holds ~0.61% of common stock with ongoing restricted stock; company bars hedging/pledging, supporting alignment; however, director stock ownership guidelines and compliance status are not disclosed .
- Conflicts: Related‑party design engagements present a governance sensitivity; low dollar amounts and board review reduce risk, but continued monitoring is warranted. Flag as potential appearance risk if vendor scope/fees expand materially .
Overall signal: Stable independence and attendance with meaningful local/regulatory expertise; modest equity ownership and anti‑hedging/pledging policies support alignment. The JRS vendor relationship is a manageable but continuing conflict‑appearance risk; maintain oversight via Audit/NCG and disclosure controls .