McClelland Wilcox
About McClelland Wilcox
McClelland (“Mac”) Wilcox is President of Hanover Bancorp, Inc. (HNVR). He joined Hanover upon its acquisition of Savoy Bank and commenced employment on May 26, 2021; previously he served as Savoy’s President (2012) and later President & CEO through 2021, with over twenty years as a banking leader and entrepreneur . Company performance in 2024 included net income of $12.3 million ($1.66 diluted EPS, including Series A preferred), Q4 net income of $3.9 million ($0.52 diluted EPS), a 16 bps sequential increase in net interest margin, and C&I loans growing from $107.9 million to $168.9 million; non-performing loans were $16.4 million (0.82% of total loans) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Savoy Bank | President; later President & CEO | 2012–2021 | Led institution prior to Hanover acquisition; moved to Hanover on 5/26/2021 |
External Roles
No external directorships or roles for Wilcox were disclosed in the proxy filings reviewed .
Fixed Compensation
Base salary trajectory:
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $525,000 | $550,000 | $575,000 |
Other fixed compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $525,000 | $525,000 | $550,000 |
| Stock Awards ($) | $517,498 | $131,248 | $134,376 |
| Non-Equity Incentive ($) | $222,750 | $157,500 | $112,875 |
| All Other Compensation ($) | $21,716 | $25,004 | $24,473 |
| Total ($) | $1,286,964 | $838,752 | $821,724 |
Performance Compensation
Annual cash incentive plan design (calendar-year based): Financial metrics include pre-tax, pre-provision net revenue, pre-tax, pre-provision ROAA, and net charge-off ratio on Hanover-originated loans; strategic non-financial goals carry a 25% weighting. Payouts range from 50% of target at threshold to 150% at stretch per metric; 2024 aggregate payout was slightly below target .
Annual incentive outcomes:
| Metric | 2023 | 2024 |
|---|---|---|
| Target Annual Incentive ($) | $161,250 | $220,000 |
| Actual Annual Incentive ($) | $72,563 | $220,204 |
| Supplemental Bonus ($) | $40,313 (Committee add-on for industry dislocation impacts) | — |
Performance equity (LTIP):
| Grant Type | 2023 Grants | 2024 Grants | Vesting / Performance |
|---|---|---|---|
| Time-Vested RSUs (TVUs) | 7,745 shares | 5,228 units | 5-year time-based vesting |
| Performance-Vested RSUs (PVUs) | — | 5,228 units (at target) | 3-year performance (Jan 1, 2025–Dec 31, 2027); 0–150% vest based on Core ROA vs index (50%) and tangible book value growth vs index (50%) |
2024 strategic objectives considered for payouts included core systems conversion initiation, deposit team strengthening, new Port Jefferson office approvals, C&I growth with deposits, brand expansion, and CRA/community initiatives .
Equity Ownership & Alignment
| Ownership Metric | Data |
|---|---|
| Beneficial Ownership (shares) | 96,147 |
| Ownership (% of class) | 1.29% |
| Restricted Shares Included | 23,376 shares subject to future vesting (voting currently directed) |
| Options Exercisable | 42,000 options at $6.25 strike, expiring 7/1/2025 |
| Unvested RSUs (FV at FY-end) | 9,978 units; $230,043 market value |
| Unearned Performance RSUs | 27,101 units; $624,814 payout value |
| Hedging/Pledging | Prohibited for executives (no hedging/monetization; no pledging) |
| Clawback Policy | Adopted per NASDAQ requirements for restatements |
Stock ownership guidelines were not disclosed; pledging is prohibited by policy .
Employment Terms
| Term | Details |
|---|---|
| Agreement Term | 3-year term; auto-renews for additional 12 months annually |
| Minimum Base | $525,000 (subject to annual adjustment) |
| Severance (without cause) | Lump sum equal to 2× the sum of current base salary + highest cash bonus in prior 3 years + highest full grant-date equity award over prior 3 years |
| Change-in-Control (CIC) | Lump sum equal to 2.99× the sum of current base salary + highest cash bonus over prior 3 years + highest full grant-date equity award over prior 3 years; health/medical/life benefits maintained for 3 years post-termination or cash equivalent; 280G/4999 cut-down applies for better after-tax result |
| Estimated CIC Payment (as of 12/31/2024) | ~$1.7 million net at assumed price = 120% of tangible book value ($28.63), after cut-down |
| Non-Compete | During employment and for one year post-termination; exception if terminated without cause |
| Perquisites | Car allowance provided to NEOs; executives participate in 401(k) (base benefits; no other retirement plans) |
Investment Implications
- Pay-for-performance orientation: Annual incentives tie to core profitability/credit metrics (pre-tax, pre-provision revenue and ROAA; net charge-offs) plus strategic goals, with performance equity linked to Core ROA and tangible book value growth relative to industry indices. This aligns Wilcox’s variable pay with shareholder value creation and disciplined credit performance .
- Vesting and potential selling pressure: Material unvested RSUs and performance units (9,978 unvested; 27,101 unearned) and 42,000 in-the-money options expiring 7/1/2025 could create timing-related transaction activity as tranches vest or options approach expiry; hedging/pledging prohibitions mitigate misalignment risks .
- Ownership alignment: 96,147 shares (1.29% of outstanding), including restricted shares, indicates meaningful skin-in-the-game; strict clawback and anti-hedging/pledging policies strengthen alignment and governance .
- Retention economics: Robust CIC economics (2.99× cash/equity reference plus benefits, with tax cut-down) and 5-year RSU vesting support retention; severance at 2× similar references provides downside protection without excise tax gross-ups, balancing retention with shareholder-friendly features .
- Execution track record context: Under Wilcox as President, Hanover advanced strategic initiatives (C&I growth, SBA expansion, systems conversion setup), with 2024 profitability improvement and asset quality stability, supporting incentive realizability if performance persists .