Metin Negrin
About Metin Negrin
Independent director of Hanover Bancorp, Inc. since 2021; age 59. Founder and President of Lexin Capital (real estate investment, redevelopment and management). Former Chairman of Savoy Bank prior to its acquisition by Hanover. Education: BS in Economics and MBA in Finance, NYU Stern; graduate of Deutsche Schule High School (Istanbul). Current HNVR committee roles: Audit Committee member; Chair of the Compensation Committee. Independence: independent under Nasdaq standards; attended at least 75% of Board and committee meetings in 2024; Board met 14 times in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Savoy Bank | Chairman (prior to acquisition by HNVR) | Pre-2021 (acquired by Hanover) | Led governance of community bank later acquired by Hanover; contributes banking/real estate perspective on HNVR board |
| Lexin Capital | Founder and President | Ongoing | Real estate investment, redevelopment and management; informs HNVR CRE oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allen‑Stevenson School (NYC) | President of the Board | Ongoing | K‑8 independent school; nonprofit governance experience |
| American Turkish Society | Treasurer; Executive Committee Board Member | Ongoing | Nonprofit board leadership |
| Public company directorships | None disclosed (current) | — | Proxy notes only Ahron H. Haspel serves on a public company board (NRT); no such disclosure for Negrin |
Board Governance
- Committees: Audit Committee member; Compensation Committee Chair; not listed on Nominating & Corporate Governance Committee. Audit met 6x in 2024; Compensation met 3x in 2024; NCG met 3x in 2024.
- Independence and attendance: Board majority independent; only CEO is non‑independent. Each director attended ≥75% of aggregate Board/committee meetings in 2024; Board held 14 meetings.
- Board structure: Combined Chair/CEO; Lead Independent Director is Robert Golden (sets agendas with CEO; leads executive sessions).
- Hedging/pledging: Directors and officers are prohibited from hedging and pledging Company shares.
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Annual cash retainer | $36,996 |
| Committee/Chair/meeting fees (cash) | Included in cash total; committee chairs receive an additional $2,500–$14,000 per year; committee members receive fees (amounts not itemized) |
| Cash fees earned (Negrin) | $49,288 |
| Stock awards (grant-date fair value) | $34,994 |
| Total (Negrin) | $84,282 |
Notes: Non‑employee directors participate in HNVR equity plans. Lead Independent Director receives an additional $3,750 per quarter (not applicable to Negrin).
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Equity program for directors | Directors receive equity awards under Company plans; proxy does not disclose performance metrics for director equity (executive equity metrics are disclosed separately) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Negrin (proxy notes only Haspel serves as Trustee of North European Oil Royalty Trust) |
| Compensation Committee interlocks | None (no executive officer served on another entity’s comp committee where that entity’s exec serves on HNVR comp committee) |
Expertise & Qualifications
- Real estate investor/operator (Lexin Capital) with multi‑state footprint; prior bank chair experience (Savoy Bank).
- Finance education (NYU Stern BS Economics; MBA Finance).
- Service on Audit and leadership of Compensation Committee indicate financial literacy and governance involvement; Audit Committee financial expert on the Board is Haspel.
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned | 237,055 |
| Percent of class | 3.17% |
| Restricted stock included (unvested) | 5,940 shares |
| Shares outstanding (record date context) | 7,200,883 (March 11, 2025) |
| Hedging/Pledging status | Company policy prohibits hedging and pledging by directors/officers |
Insider Trades (Forms 4)
| Filing Date | Transaction/Period Date | Form | Source |
|---|---|---|---|
| 2025‑01‑31 | — | Form 4 (Statement of changes in beneficial ownership) | |
| 2024‑03‑05 | 2024‑03‑01 | Form 4 (Statement of changes in beneficial ownership) | |
| 2025 (CIK index) | — | Form 4 (index page for Negrin CIK) | |
| 2022‑05‑10 | — | Form 4 (HNVR IR archive) |
Note: The above links evidence Form 4 filings for Negrin; detailed share counts/prices are within the filings themselves.
Governance Assessment
- Role concentration and influence: As Compensation Committee Chair and Audit Committee member, Negrin is central to executive pay policy and financial oversight—key levers for investor alignment and risk control. The committee is fully independent and retains Meridian Compensation Partners as its independent consultant; the Compensation Committee reports no conflicts of interest with Meridian.
- Alignment via ownership: A meaningful 3.17% stake (237,055 shares) plus participation in director equity aligns incentives; Company prohibits hedging/pledging, supporting alignment quality.
- Independence/attendance: Board affirms independence (excluding CEO), and all directors met ≥75% attendance across 14 meetings in 2024, supporting engagement.
- Conflicts/related‑party exposure: Proxy discloses one related‑party service engagement (JRS Architect, P.C. linked to Director Sorrenti) and ordinary‑course director lending; no Negrin‑specific related‑party transactions are identified in the filing.
- Compensation committee practices: Committee benchmarks pay to a peer group and uses balanced cash/equity incentives; maintains clawback and prohibitions on option repricing and tax gross‑ups—shareholder‑friendly features that the committee (chaired by Negrin) oversees.
RED FLAGS observed: None specific to Negrin in the 2025 proxy (no pledging, no related‑party transactions disclosed, independent committee leadership, and adequate attendance). Monitoring items: given real estate background and HNVR’s exposure to CRE, ongoing vigilance for any Lexin‑related dealings would be prudent; the proxy discloses only ordinary‑course director banking and no Negrin‑specific transactions.