Lisa A. Diiorio
About Lisa A. Diiorio
Lisa A. Diiorio is First Senior Vice President and Chief Accounting Officer at Hanover Bancorp (HNVR). She has 30+ years of banking experience, joined Hanover in 2016, and is age 62 . Prior to Hanover, she served as Vice President and Principal Accounting Officer at Bridgehampton National Bank . Company performance context during 2024: net income $12.3 million, diluted EPS $1.66 (including Series A preferred shares), with Q4 2024 net income of $3.9 million and diluted EPS $0.52; net interest margin expanded 16 bps sequentially in Q4 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bridgehampton National Bank | Vice President & Principal Accounting Officer | Not disclosed | Led principal accounting and financial reporting functions |
External Roles
No external directorships or concurrent roles are disclosed for Ms. Diiorio in the latest proxy or 8‑K filings.
Fixed Compensation
Not disclosed for Ms. Diiorio in HNVR’s Summary Compensation Table, which reports only Named Executive Officers (CEO, President, and Chief Lending Officer). The company’s compensation program emphasizes competitive base salary at market median, with annual reviews and benchmarking against a peer group of 18 banks (median assets ~$2.3B) .
Performance Compensation
Executive Annual Incentive Plan is company-level and applies to executives, with targets expressed as a percentage of base salary; payouts range from 50% (threshold) to 150% (stretch) per metric (no payout below threshold). 2024 metrics: pre-tax, pre-provision net revenue; pre-tax, pre-provision ROAA; net charge-off ratio (Hanover-originated loans); plus corporate strategic goals weighted at 25%. 2024 aggregate payout was slightly below target (NEO outcomes disclosed; individual CAO outcomes not disclosed) .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Pre-tax, pre-provision net revenue | Not disclosed | Not disclosed | 2024 company performance yielded payouts slightly below target in aggregate | Not disclosed (for CAO) | N/A (cash plan) |
| Pre-tax, pre-provision ROAA | Not disclosed | Not disclosed | See above | Not disclosed | N/A |
| Net charge-off ratio (Hanover-originated) | Not disclosed | Not disclosed | See above | Not disclosed | N/A |
| Corporate strategic goals (e.g., core conversion prep, deposit generation, market expansion) | 25% | Not disclosed | Achieved goals including core systems conversion groundwork, C&I growth, Port Jefferson office approvals | Not disclosed | N/A |
Long-term incentives: Company program grants a mix of time-vested RSUs (“TVUs”) with five-year vesting and performance-vested RSUs (“PVUs”) earned over three years based on Core ROA relative to an industry index (50%) and tangible book value growth relative to an industry index (50%); RSU grant counts for NEOs are disclosed, but not for Ms. Diiorio .
Equity Ownership & Alignment
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 20,747 | 20,319 | 21,303 |
| Ownership (% of class) | 0.29% | 0.28% | 0.28% |
- Hedging and pledging: Executives are prohibited from hedging or pledging company stock under insider trading policy .
- Clawback: NASDAQ-compliant clawback policy for incentive compensation in event of financial restatement .
- Stock ownership guidelines (multiple of salary) and compliance status: Not disclosed for Ms. Diiorio.
Employment Terms
- Employment agreement, severance, and change-of-control (CIC) terms for Ms. Diiorio: Not disclosed. The proxy details employment/CIC economics for CEO and President, and a CIC agreement for the Chief Lending Officer, but not for CAO .
Compensation Committee Analysis
- Committee composition: Independent directors Metin Negrin (Chair), Robert Golden, Ahron H. Haspel, Michael Katz, and Philip Okun .
- Advisor: Meridian Compensation Partners LLC serves as independent compensation consultant; committee assessed independence and conflicts, with no conflicts identified .
- Peer group and benchmarking: 18 publicly traded financial institutions (Mid‑Atlantic/Northeast), median assets ~$2.3B; used to calibrate salary and total compensation .
Risk Indicators & Red Flags
- No excise tax gross‑ups; prohibition on stock option repricing; limited perquisites (car allowance), consistent with governance best practices .
- Hedging and pledging bans reduce misalignment risk .
- No compensation committee interlocks disclosed .
- Say‑on‑pay results: Not disclosed in the materials reviewed.
Investment Implications
- Alignment: Ms. Diiorio’s direct stake of 21,303 shares (0.28% of class) provides moderate alignment for a community bank executive; hedging/pledging bans and a clawback framework further align interests with shareholders .
- Retention risk and selling pressure: Individual CAO bonus targets, RSU quantities, and vesting schedules are not disclosed; company LTI design uses five‑year time-vesting and three‑year performance RSUs for NEOs, which structurally reduces near-term selling pressure if similarly applied more broadly, but grant details for Ms. Diiorio are absent .
- Pay-for-performance linkage: Annual incentive metrics (pre‑tax PPNR, ROAA, net charge-offs, and strategic goals) are tied to core banking performance; 2024 payouts were slightly below target, signaling discipline amid rate-driven headwinds . Lack of CAO-specific disclosure limits precision on her pay-performance calibration.
- Contractual economics: No CAO severance/CIC terms disclosed; contrasts with richer CEO/President arrangements (2x–2.99x formulas), suggesting lower change‑of‑control leverage for non‑NEO executives and potentially lower turnover cost, but specifics remain unknown .
Monitoring priorities: Track Form 4 filings for any insider sales and upcoming proxy for CAO-specific compensation detail; confirm whether RSU grants under TVU/PVU framework extend to Ms. Diiorio. Payout discipline in 2025’s annual incentive relative to NIM trajectory and credit metrics will be informative for cash/equity mix and retention signals .