Kevin Corbett
About Kevin Corbett
Executive Vice President and Chief Credit Officer at Hanover Bancorp (HNVR). Age 66 with 40+ years of banking experience; joined Hanover in 2020 after serving as Chief Credit Officer at Dime Community Bank (2017–2019) and Astoria Bank (2012–2017) . Company performance context: in Q3 2025, HNVR reported net income of $3.5 million, diluted EPS of $0.47, ROA 0.61%, ROE 6.90%, and return on average tangible equity 7.63% . TSR, revenue growth and EBITDA growth by executive/tenure are not disclosed in Hanover filings reviewed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Astoria Bank | Senior Vice President & Chief Credit Officer | 2012–2017 | Chief Credit Officer (credit oversight); further impact not disclosed |
| Dime Community Bank | Senior Vice President & Chief Credit Officer | 2017–2019 | Chief Credit Officer (credit oversight); further impact not disclosed |
| Hanover Bancorp | Executive Vice President & Chief Credit Officer | 2020–present | Executive credit leadership; further impact not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in Company filings reviewed | — | — | — |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Annual Incentive ($) | Supplemental Bonus ($) | All Other Compensation ($) |
|---|---|---|---|---|---|
| 2022 | 315,000 | Not disclosed | Not disclosed | Not disclosed | 15,047 |
| 2023 | 315,000 | 81,250 | 36,563 | 20,313 | 9,208 |
| 2024 | 335,000 (effective Jan 1, 2024; retroactive to Jul 1, 2023 with $5,000 lump sum) | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
- Target bonus percent not explicitly stated; implied ~25.8% for 2023 from target ($81,250) and base salary ($315,000) .
- “All other compensation” consists of 401(k) match, automobile allowance, and life insurance premiums .
Performance Compensation
2023 Executive Annual Incentive Plan (Cash)
| Component | Metric | Weighting | Target Definition | Actual vs Target | Payout Mechanics |
|---|---|---|---|---|---|
| Financial Metrics | Pre-tax, pre-provision net revenue | Not disclosed | Pre-established calendar-year goals | Aggregate performance at 45% of target | 50% payout at threshold; 150% at stretch; 0% below threshold |
| Financial Metrics | Pre-tax, pre-provision ROAA | Not disclosed | Pre-established calendar-year goals | Aggregate performance at 45% of target | 50% payout at threshold; 150% at stretch; 0% below threshold |
| Financial Metrics | Net loan growth | Not disclosed | Excludes acquired portfolios (CFSB, Savoy) | Aggregate performance at 45% of target | 50% payout at threshold; 150% at stretch; 0% below threshold |
| Risk Metric | Net charge-off ratio | Not disclosed | Based on Hanover-originated loans | Aggregate performance at 45% of target | 50% payout at threshold; 150% at stretch; 0% below threshold |
| Strategic Goals | Corporate/strategic objectives | Not disclosed | Qualitative achievements (e.g., Hauppauge opening, SBA expansion, liquidity) | Considered in payouts | Incorporated in overall payout |
- Kevin Corbett: 2023 target annual incentive $81,250; actual $36,563 at 45% of target; supplemental cash bonus $20,313 (Committee discretion due to industry conditions) .
2025–2027 Performance-Vested RSUs (PVUs) Design (approved in 2024)
| Award Type | Performance Period | Metric | Weighting | Payout Range | Definition |
|---|---|---|---|---|---|
| PVUs (at target) | Jan 1, 2025–Dec 31, 2027 | Core ROA (relative to industry index) | 50% | 0%–150% of target | Core ROA per S&P Capital IQ: net income excluding certain items ÷ average assets |
| PVUs (at target) | Jan 1, 2025–Dec 31, 2027 | Tangible book value growth (relative to industry index) | 50% | 0%–150% of target | TBV growth relative ranking; industry index referenced |
| Time-Vested RSUs (TVUs) | Five-year time vest | Time vesting only | 100% of TVUs | N/A | All TVUs vest ratably over five years |
- Since 2022, all time-based equity grants vest over five years (TVUs) .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned (#) | % of Class |
|---|---|---|
| Jan 12, 2024 | 20,818 | 0.28% |
| Mar 11, 2025 | 24,374 | 0.33% |
Outstanding Equity Awards (as of FY 2023 year-end)
| Award Type | Unvested/Unearned Units (#) | Market/Payout Value ($) |
|---|---|---|
| RSUs (time-based) | 3,592 | 64,979 |
| PSUs/PVUs (performance) | 9,973 | 180,412 |
| Stock Options | None disclosed for Corbett | — |
- Insider trading policy prohibits hedging (derivatives, monetization structures) and pledging of Company shares by executive officers and directors .
- Clawback policy adopted per NASDAQ requirements for incentive compensation tied to financial restatements .
- Stock ownership guidelines for executives are not disclosed in the reviewed filings; no pledging permitted per policy .
Employment Terms
| Agreement Type | Trigger | Cash Benefit | Other Terms |
|---|---|---|---|
| Change-in-Control Agreement (Corbett) | Change of control (as defined) | Lump sum equal to 1x current base salary + highest cash bonus over prior 3 years | Non-solicitation & confidentiality covenants; 280G cutback to avoid excess parachute; Section 409A compliant |
| Estimated CIC Payment (hypothetical) | As of Sep 30, 2023 at price = 120% of tangible book ($27.28) | Net payment ≈ $448,000 after cutback | Illustrative disclosure in proxy |
- Executive officers serve at the pleasure of the Board; Kevin Corbett has served as EVP & CCO since 2020 .
- No separate employment agreement for Corbett disclosed; only CIC agreement referenced .
Performance & Track Record (Company context)
| Metric | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|
| Net Income ($000) | 3,539 | 3,902 | 1,521 | 2,443 | 3,491 |
| Diluted EPS ($) | 0.48 | 0.52 | 0.20 | 0.33 | 0.47 |
- Q3 2025 ROA 0.61%, ROE 6.90%, return on average tangible equity 7.63% .
- Net interest income increased 16.19% YoY in Q3 2025; non-interest income down; incentive compensation expense decreased sequentially .
Compensation Committee Analysis & Peer Benchmarking
- Committee utilizes Meridian Compensation Partners (independent; meets SEC/Nasdaq advisor independence standards) .
- Peer group of 18 publicly traded financial institutions (median assets $2.3B; Mid-Atlantic/Northeast), used for competitive benchmarking .
- Governance practices: pay-for-performance emphasis; clawback; no tax gross-ups; no option repricing; hedging/pledging prohibited; limited perquisites .
Risk Indicators & Red Flags
- Hedging and pledging prohibited by policy (alignment positive) .
- No excise tax gross-ups in CIC arrangements; CIC benefits subject to 280G cutback (shareholder-friendly) .
- Clawback policy adopted per NASDAQ (risk mitigation) .
- No options outstanding for Corbett as of FY 2023 year-end (reduces repricing risk) .
Investment Implications
- Alignment: Five-year vesting on time-based equity and 3-year PVU design tied to Core ROA and TBV growth relative to industry indices improve long-term alignment; hedging/pledging prohibitions and clawback policy further strengthen governance .
- Retention: Multi-year vesting and continued equity awards suggest moderate retention lock-in; CIC multiple for Corbett is modest (1x base + bonus), limiting transaction-driven windfalls while offering baseline protection .
- Incentive quality: Cash incentive metrics (pre-provision profitability, ROAA, charge-offs) and relative PVU metrics are operationally relevant for a community bank; 2023 discretionary supplemental bonuses reflect Committee judgment amid sector stress, an element to monitor for pay-discipline consistency .
- Ownership: Beneficial ownership increased from 20,818 to 24,374 shares (0.28% to 0.33%), indicating incremental skin-in-the-game, though absolute stake remains small; no pledging allowed, reducing misalignment risk .